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Item 9A. Controls and Procedures

2025-03-18 compared with 2024-03-14 · 615 added, 842 removed, 858 unchanged (63% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S.

Securities and Exchange Commission's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Management of Pangaea Logistic Solutions Ltd.

(the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management, Board of Directors, and shareholders regarding the preparation and fair presentation of the Company’s published financial statements in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

There are inherent limitations to the effectiveness of any system of internal control over financial reporting.

Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with accounting principles generally accepted in the United States of America.

Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013.

Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective, except as described below relating to the acquisition of Port and Terminal Operation.

The Company acquired the Port and Terminal Operation on June 1, 2023.

The new acquisition's total assets and revenues both constituted approximately 1% of the Company’s consolidated total assets and revenues as shown on our consolidated financial statements as of and for the year ended December 31, 2023.

As the acquisition occurred during the second quarter of 2023, the Company excluded Port and Terminal Operation from the scope of the assessment of the effectiveness of the Company’s internal control over financial reporting and, with respect to the portion of disclosure controls and procedures that are subsumed by internal control over financial reporting of Port and Terminal Operation, the Company's disclosure controls and procedures.

This exclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of a recently-acquired business may be omitted from the scope in the year of acquisition if specified conditions are satisfied.

Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation performed as of December 31, 2024, as a result of the material weakness in internal control over financial reporting that is described below in Management's Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that the Company's disclosure controls and procedures were not effective as of such date.

Notwithstanding our material weakness described below, we have concluded that the consolidated financial statements and other financial information included in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

Inherent Limitations over Internal Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls.

Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management's Report on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As of December 31, 2024, management identified a material weakness regarding the application of ASC 606, Revenue from Contracts with Customers (“ASC 606”), as it relates to certain reimbursements received from its customers for expenses incurred in servicing customer contracts.

Consequently, this error resulted in an understatement, in identical amounts, of both voyage and charter revenue and voyage expenses.

Management determined that review controls over the application of ASC 606 were not designed and implemented appropriately during the current year.

Therefore, we concluded that the deficiency represents a material weakness in the Company’s internal control over financial reporting, and our internal control over financial reporting was not effective as of December 31, 2024.

Notwithstanding our material weakness described above, there were no material misstatements of the consolidated financial statements and other financial information included in this Form 10-K and it fairly presents in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

GAAP") for all periods presented and it did not require any changes to previously issued financial results.

Remediation Efforts

Management is committed to remediating the material weakness described above.

The Company has initiated efforts to design and implement effective internal controls to enhance financial reporting.

These remediation efforts include:

• Enhancing review and approval procedures for revenue recognition, including the implementation of additional validation controls within the voyage accounting system.

• Strengthening supervisory review processes to ensure revenue transactions are properly classified in compliance with ASC 606.

• Implementing controls to align general ledger account mapping with the presentation of amounts in the consolidated financial statements.

The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting and will address the identified material weakness.

We plan to fully implement and operate the redesigned processes and procedures in the upcoming fiscal year.

The material weaknesses will not be considered formally remediated until these controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting

The Company’s internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein.

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm.

As stated in their report, which is included herein, the firm issued an adverse opinion.

Changes in Internal Control over Financial Reporting

Other than the material weakness and on-going remediation efforts described above, there have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Pangaea Logistics Solutions Ltd.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The Company did not design and maintain sufficient controls to ensure the appropriate classification of revenue transactions with certain expense reimbursements received from customers.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 , which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other information

We do not express an opinion or any other form of assurance on the remediation efforts described in the Management’s Report on Internal Control Over Financial Reporting.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

March 17, 2025

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name Age Position

Filanowski 69 Chief Executive Officer and Director

Gianni Del Signore 41 Chief Financial Officer

Mads Boye Petersen 44 Chief Operating Officer

Carl Claus Boggild 67 Lead Independent Director

Anthony Laura 71 Director

du Moulin 77 Chairman of the Board, Director

Rosenfeld 66 Director

Sgro 47 Director

Beachy 52 Director

Class I Directors with Terms Expiring in 2024

Rosenfeld serves as a director of the Company.

Eric Rosenfeld of New York, New York, U.S.A., has been the President and Chief Executive Officer of Crescendo Partners, L.P., a New York based investment firm, since its formation in November 1998.

Prior to forming Crescendo Partners, he held the position of Managing Director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc.

for 14 years.

Rosenfeld currently serves on the board at Aecon Group, Inc., a construction company, and Algoma Steel, Inc., a fully integrated producer of hot and cold rolled steel products.

Rosenfeld has also served as Chairman and CEO for Arpeggio Acquisition Corporation, Rhapsody Acquisition Corporation, Trio Merger Corp, Quartet Merger Corp and Harmony Merger Corp., all blank check corporations that later merged with Hill International, Primoris Services Corporation, SAExploration Holdings, Pangaea Logistics Solutions Ltd and NextDecade Corporation respectively.

Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp and Legato Merger Corp II., blank check corporations that later merged with Algoma Steel, Inc.

and Southland Holdings, respectively.

Rosenfeld is currently the Chief SPAC Officer of Legato Merger Corp.

III, a blank check corporation.

Rosenfeld is also currently the CEO of Allegro Merger Corp, a non-listed shell company.

He was also a director of Primo Water Corp, a water delivery and filtration company, CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, Canaccord Genuity Group, a full-service financial services company, NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc.

a company that provides industrial intelligence solutions, DALSA Corp., a digital imaging and semiconductor firm, HIP Interactive, a video game company, GEAC Computer, a software company, Computer Horizons Corp.

(Chairman), an IT services company, Pivotal Corp, a cloud software firm, Call-Net Enterprises, a telecommunication firm Primoris Services Corporation, a specialty construction company, and SAExploration Holdings, a seismic exploration company.

Rosenfeld is a regular guest lecturer at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization, and the Value Investing Congress.

He is a senior faculty member at the Director’s College.

He is a guest lecturer at Tulane Law School.

He has also been a regular guest host on CNBC.

Rosenfeld received an A.B.

in economics from Brown University and an M.B.A.

from the Harvard Business School.

The board nominated Mr.

Rosenfeld to be a director because he has extensive experience serving on the boards of multinational public companies and in capital markets and mergers and acquisitions transactions.

Rosenfeld also has valuable experience in the operation of a worldwide business faced with a myriad of international business issues.

Rosenfeld’s leadership and consensus-building skills, together with his experience as senior independent director of all boards on which he currently serves, make him an effective board member.

Filanowski was appointed to the position of Chief Executive Officer of the Company in December 2021.

He served as Pangaea’s Chief Operating Officer from 2016 until his appointment as CEO, was a consultant to the Company from 2014 to 2016, and he has been a board member of the Company since 2014.

Filanowski formed Intrepid Shipping LLC with another board member, Richard du Moulin, in 2002.

From 1989 to 2002, he served as Chief Financial Officer and Senior Vice President at Marine Transport Corporation.

Filanowski was Vice President and Controller at

Armtek Corporation from 1984 to 1988.

Filanowski started his career at Ernst & Young and worked as a Certified Public Accountant at EY from 1976 to 1984.

He has served as the Chairman of the Board at Arvak and at Shoreline Mutual (Bermuda) Ltd., both marine insurance companies.

He earned a BS from the University of Connecticut and an MBA from New York University.

Filanowski’s experience in many aspects of the shipping industry, his participation as a director on other independent company boards, and his financial background, qualifications, and experience, make him a valuable part of the Company’s board.

Anthony Laura.

Laura is a founder of Pangaea and served as its Chief Financial Officer from the Company's inception until his retirement in April 2017.

Prior to co-founding Bulk Partners Ltd., the predecessor to Pangaea, in 1996, Mr.

Laura spent 10 years as CFO of Commodity Ocean Transport Corporation (COTCO).

Laura also served as Chief Financial Officer at Navinvest Marine Services from 1986 to 2002.

Laura is a graduate of Fordham University.

Class II Directors with Terms Expiring in 2025

Carl Claus Boggild.

Boggild is a founder of Pangaea and served as its President (Brazil) from the Company's inception until his retirement in 2016.

Prior to co-founding Bulk Partners Ltd., the predecessor company to Pangaea, in 1996, Mr.

Boggild was Director of Chartering and Operations at the Korf Group of Germany.

He also was a partner at Trasafra Ltd., a Brazilian agent for the largest independent grain parcel operator from Argentina and Brazil to Europe.

He worked for Hudson Trading and Chartering where he was responsible for Brazilian related transportation services.

As President of COTCO, he was responsible for the operations of its affiliate Handy Bulk Carriers Corporation.

Prior to becoming President of COTCO, Mr.

Boggild was an Executive Vice President and was responsible for its Latin American operations.

Boggild holds a diploma in International Maritime Law.

Boggild’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Sgro serves as a director of the Company.

Sgro served as Quartet’s chief financial officer, secretary, and a member of its Board of Directors.

He has been the Head of Research of Jamarant Capital Mgmt.

since its inception in 2015.

From 2005 through 2021, Mr.

Sgro was an employee of Crescendo Partners, where he completed his tenure as a Senior Managing Director of the firm.

Sgro presently serves or has served on the board of directors of Legato Merger Corp.

III, Algoma Steel, Inc., Legato Merger Corp.

II, Legato Merger Corp., Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris Services Corporation, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd.

Sgro attended Columbia Business School and prior to that, Mr.

Sgro worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies.

Simultaneously, Mr.

Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate.

Sgro received a B.S.

in Finance from The College of New Jersey and an M.B.A.

from Columbia Business School.

In 2001, he became a Chartered Financial Analyst (CFA®) Charterholder.

Sgro is an adjunct faculty member at the College of New Jersey and a regular guest lecturer at Columbia Business School.

Class III Directors with Terms Expiring in 2026

du Moulin is currently the President of Intrepid Shipping LLC, a position he has held since he founded Intrepid in 2002.

From 1974, he spent 15 years with OMI Corporation, where he served as Executive Vice President, Chief Operating Officer, and as a member of the company's Board of Directors.

From 1998 to 2002, Mr.

du Moulin served as Chairman and Chief Executive Officer of Marine Transport Corporation.

From 1989 to 1998, Mr.

du Moulin served as Chairman and CEO of Marine Transport Lines.

du Moulin is a member of the Board Trustees of the Seamen's Church Institute of New York and New Jersey.

He currently serves as a Director of Teekay Tankers and an advisor to Hudson Structured Capital Management.

du Moulin served as Chairman of Intertanko, the leading trade organization for the tanker industry, from 1996 to 1999.

du Moulin served in the US Navy and is a recipient of the US Coast Guard's Distinguished Service Medal.

He received a BA from Dartmouth College and an MBA from Harvard University.

du Moulin’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Beachy serves as a director of Oceaneering International (NYSE:

OII), a global provider of engineered services and products for the offshore energy, defense, aerospace, and entertainment industries.

In March 2022, Ms.

Beachy was named to the board of Pangea Logistics Solutions (NASDQ:

PANL), a Rhode Island based company that transports a wide variety of dry bulk cargoes and provides its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning.

Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021 and worked with The Alliance Risk Group, a consulting that helps energy leaders develop and enhance their integrated risk management and smart, clean resilient grid solutions.

Prior to starting her consulting firm and joining Oceaneering, Ms.

Beachy served as the Senior Vice President of Growth and Strategy at Black Hills Corporation, an investor-owned electric and gas utility in the Midwest, where she was responsible for corporate planning, business

development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization.

Beachy began her tenure at Black Hills in Rapid City, South Dakota in 2014 as the Director of Supply Chain and was promoted to Vice President of Supply Chain in 2016.

She was responsible for sourcing, procurement, fleet, and materials management.

Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from 2010 to 2014 where Ms.

Beachy led the gas operations division in Ohio and worked in supply chain.

From 1995 to 2008, Ms.

Beachy worked at Louisville Gas and Electric/Kentucky Utilities, an electric and gas utility in Kentucky and Western Virginia, where she held several positions in corporate development, products and services, electric operations, and supplier diversity.

Beachy completed an expatriate assignment in Germany with E.ON, a European electric utility, where she served as a project manager in the global liquified natural gas procurement group.

Throughout her career, Ms.

Beachy has served on several non-profit Boards with a focus on supporting and growing young people and entrepreneurs in the communities where she lived and worked.

Beachy holds a bachelor’s degree in political science and a master’s degree in management from Purdue University.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our Section 16 officers and directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

SEC regulations require our Section officers, directors, and greater than 10% shareholders to provide us with copies of all Section 16(a) forms they file.

Based solely on our review of these forms, during 2023 all of our Section 16 officers, directors, and greater than 10% shareholders complied with all Section 16(a) filing requirements applicable to them.

Code of Ethics

In October 2014, our board of directors adopted a code of ethics that applies to directors, officers, and employees of ours and of any subsidiaries we may have in the future (including our principal executive officer, our principal financial officer, our principal accounting officer or controller, and persons performing similar functions).

We will provide, without charge, upon request, copies of our code of ethics.

Requests for copies of our code of ethics should be sent in writing to Pangaea Logistics Solutions Ltd., 109 Long Wharf, Newport, RI 02840.

Corporate Governance

Audit Committee

The Company’s Audit Committee is comprised of David Sgro, Anthony Laura and Karen Beachy, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

The Board of Directors has determined that David Sgro is an audit committee “financial expert” as such term is defined in applicable SEC rules, and that he has the requisite financial management expertise within the meaning of Nasdaq rules and regulations.

The Audit Committee is responsible for, among other duties, appointing and overseeing the work of, and relationship with, the independent auditors, including reviewing their formal written statement describing the Company’s internal quality-control procedures and any material issues raised by the internal quality-control review or peer review of the Company or any inquiry or investigation by governmental or professional authorities and their formal written statement regarding auditor independence;

reading and discussing with management and the independent auditors the annual audited financial statements and quarterly financial statements, and preparing annually a report to be included in the Company’s proxy statement;

providing oversight of the Company’s accounting and financial reporting principles, policies, controls, procedures and practices;

and discussing with management polices with respect to risk assessment and risk management.

In addition, the Board of Directors has tasked the Audit Committee with reviewing transactions with related parties.

Nominating and Corporate Governance Committee

The Company’s Nominating and Governance Committee is comprised of Richard du Moulin, Eric Rosenfeld and Carl Claus Boggild, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

The Nominating and Governance Committee, among other duties, assists the Board of Directors in identifying and evaluating qualified individuals to become members of the Board of Directors, and proposing nominees for election to the Board of Directors and to fill vacancies;

considers nominees duly recommended by shareholders for election to the Board of Directors;

and evaluates annually the independence of each member of the Board of Directors under applicable Nasdaq listing requirements and SEC rules.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in our Nominating and Corporate Governance Committee Charter, generally provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders.

The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating and Corporate Governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating and Corporate Governance committee does not distinguish among nominees recommended by stockholders and other persons.

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Compensation Committee

The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld, David Sgro and Karen Beachy.

The Compensation Committee reviews and approves compensation paid to the Company’s officers and directors and administers the Company’s incentive compensation plans, including authority to make and modify awards under such plans.

The Compensation Committee Charter is available on the Company’s website at www.pangaeals.com .

Compensation Committee Interlocks and Insider Participations

As of December 31, 2023, none of the members of our compensation committee will be, or will have at any time during the past year been, one of our officers or employees.

None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

The information required to be disclosed under this Item 10 is incorporated herein by reference to the Company’s definitive proxy statement, which will be filed with the Commission pursuant to Regulation 14A within 120 days following the end of the Company’s most recent fiscal year (the “2025 Proxy Statement”).

Information relating to our Code of Ethics and our Insider Trading Policy and Procedures is included as Exhibit 19.1 to this Report.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of the Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on our website, https://www.pangaeals.com.

EXECUTIVE COMPENSATION

The Company’s senior executives are generally awarded merit increases and annual incentive compensation in December of each year, following completion of annual performance review cycle.

The Company does not have employment agreements with any of its senior executives, including its executive officers.

Summary Compensation Table of the Company’s Named Executive Officers

Smaller reporting companies meet the Regulation S-K Item 402 disclosure requirements by providing the shorter disclosures required under the Securities Act of 1934, specifically, the total compensation of the Company’s named executive officer’s which consists of (i) the Company’s Chief Executive Officer, (ii) each of the Company’s next two most highly compensated executive officers, other than its Chief Executive Officer, who served as an executive officer at December 31, 2023 and whose total compensation exceeded $100,000, and (iii) two individuals for whom disclosure would have been required but who were not serving as executive officers of the Company at December 31, 2023.

The following table sets forth the total compensation for the fiscal years ended December 31, 2023 and 2022:

Name and Principal Position Year Salary and Compensation Cash Bonus All Other Compensation (1)

Filanowski 2023 $ 450,000 $ 600,000 $ 386,452 $ 1,436,452

Chief Executive Officer 2022 $ 250,000 $ 1,350,000 $ 207,196 $ 1,807,196

(Principal Executive Officer)

Gianni Del Signore 2023 $ 300,000 $ 275,000 $ 406,990 $ 981,990

Chief Financial Officer 2022 $ 200,000 $ 450,000 $ 201,853 $ 851,853

(Principal Financial Officer)

Mads Rosenberg Boye Petersen (2)

2023 $ 350,000 $ 375,000 $ 213,740 $ 938,740

Chief Operating Officer 2022 $ 223,770 $ 600,000 $ 116,833 $ 940,603

(1) All other compensation includes employer matching contribution to the 401(k) plan and vesting of restricted share grants.

(2) On February 22, 2022, Mads Rosenberg Boye Petersen was appointed as Chief Operating Officer, effective on April 1, 2022.

The information in above table represents the period from January 1, 2022 to December 31, 2022.

Narrative Disclosure to Summary Compensation Table

The Company does not have employment agreements with any of its named executive officers.

Bonuses paid to our named executive officers are purely discretionary, as determined by our Compensation Committee, and may be paid in the year following the calendar year to which they relate.

The Company maintains, and the named executive officers participate in, a 401(k) retirement savings plan.

Each participant who is a United States employee may contribute to the 401(k) plan, through payroll deductions, up to 90% of his or her salary limited to the maximum allowed by the Internal Revenue Service regulations.

All amounts contributed by employee participants and earnings on these contributions are fully vested at all times and are not taxable to participants until withdrawn.

Employee participants may elect to invest their contributions in various established funds.

The Company also makes matching contributions to the accounts of all plan participants.

Except as set forth above, the Company’s named executive officers generally participate in the same programs as its other employees.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2023, the Company’s named executive officers held the following outstanding equity or equity-based awards, all of which are earned:

Stock Award Grant Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have

Not Vested (1)

Mark Filanowski 01/02/23 81,301 $ 669,920

Chief Executive Officer 01/02/22 35,000 $ 288,400

12/28/20 33,334 $ 274,672

12/31/19 16,667 $ 137,336

01/02/19 15,000 $ 123,600

181,302 1,493,928

Gianni Del Signore 01/02/23 50,813 $ 418,699

Chief Financial Officer 01/02/22 30,000 $ 247,200

12/28/20 36,667 $ 302,136

12/31/19 18,334 $ 151,072

01/02/19 16,667 $ 137,336

152,481 1,256,443

Mads Rosenberg Boye Petersen 01/02/23 60,976 $ 502,442

Chief Operating Officer 01/02/22 30,000 $ 247,200

12/15/20 20,000 $ 164,800

12/15/19 10,000 $ 82,400

01/02/19 6,667 $ 54,936

127,643 1,051,778

(1) Market value is calculated by multiplying the number of restricted stock awards that have not vested by $8.24, which was the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of 2023.

Retirement Benefits, Termination, Severance and Change in Control Payments

As of December 31, 2023, none of the Company’s officers, including its named executive officers, have any retirement benefits (other than their right to participate in the Company’s 401(k) retirement plan, as described above) or have any rights to severance payments.

Compensation of Non-Employee Directors.

Under the compensation program for our non-employee directors, non-employee directors received a combination of cash compensation and restricted shares of our common stock, pursuant to the 2014 Long-Term Incentive Plan (the "2014 Plan"), as payment for services rendered as such members.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS - Equity Compensation Plan Information for additional information on the 2014 Plan.

Our director compensation policy provides that each director elected or appointed to the Board is granted a RSU award with a grant-date fair value of approximately $100,000 calculated in accordance with ASC 718.

Refer to Note 14, "Stock Incentive Plans and Non-Controlling Interest", to our financial statements contained herein.

The following table sets forth compensation paid to or earned by our non-employee directors during 2023:

Fees Earned or

Paid in Cash Stock Awards (2)

Richard DuMoulin $ 97,500 $ 100,000 $ 197,500

Eric Rosenfeld $ 97,500 $ 100,000 $ 197,500

David Sgro $ 97,500 $ 100,000 $ 197,500

Anthony Laura $ 82,500 $ 100,000 $ 182,500

Claus Boggild $ 82,500 $ 100,000 $ 182,500

Karen H Beachy $ 90,000 $ 100,000 $ 190,000

(1) Information for Messrs.

Filanowski, who served as a member of our board of directors in 2023 , are not included in this table because he did not receive additional compensation for his services rendered as a member of our board of directors.

(2) Represents the grant-date fair value calculated in accordance with ASC 718.

Refer to Note 13, "Stock Incentive Plans and Non-Controlling Interest" for additional information.

We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings or performing other services for us in their capacities as directors.

Information regarding compensation of our executive officers is incorporated by reference to the text set forth in the 2025 Proxy Statement under the heading “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b) Weighted-average exercise price of outstanding options, warrants, and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders — — 1,362,000

Total — — 1,362,000

During 2014, the Company adopted, and our shareholders approved, the 2014 Share Incentive Plan (the “2014 Plan”).

The purpose of the 2014 Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of the Company and its affiliates and promoting the creation of long-term value for our shareholders by closely aligning the interests of such individuals with those of such shareholders.

The 2014 Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value.

On August 5, 2022, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 6, 2022.

The PANGAEA LOGISTICS SOLUTIONS LTD.

2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 6, 2022), (the "Amended Plan"), increased the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 6,200,000.

There are 1,362,000 shares available for future issuance under the equity compensation plans as of December 31, 2023.

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our common stock as of March 12, 2024 by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

• each of our officers and directors;

• all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership Approximate Percentage of Beneficial Ownership (2)

Directors and Executive Officers :

Lagoa Investments (3)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, RI 02840

8,342,193 17.86 %

Gianni DelSignore*

109 Long Wharf

Newport, RI 02840 333,368 0.71 %

52 Elm Avenue

Larchmont, NY 10538 243,041 0.52 %

Filanowski (4) *

109 Long Wharf

Newport, RI 02840

405,683 0.87 %

Mads Rosenberg Boye Petersen *

109 Long Wharf

Newport, RI 02840 583,676 1.25 %

777 Third Ave, 37th Floor

New York, NY 10017 599,617 1.28 %

777 Third Ave, 37th Floor

New York, NY 10017 324,583 0.69 %

4579 Thorpe Ct

Sparks, NV 89436 44,593 0.10 %

All Directors and Officers as a Group 10,876,754 23.28 %

Five Percent Holders :

Lagoa Investments 8,342,193 17.86 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Andrew Coll, James Coll and Aidan Coll 4,802,070 10.28 %

BlackRock, Inc.

2,516,994 5.39 %

*Less than 1%.

(1) Unless otherwise indicated, the business address of each of the individuals is c/o Phoenix Bulk Carriers (US) LLC, 109 Long Wharf, Newport, Rhode Island 02840.

(2) The beneficial ownership of the common shares by the shareholders set forth in the table is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rule, beneficial ownership includes any common shares as to which the shareholder has sole or shared voting power or investment power and also any common shares that the shareholder has the right to acquire within 60 days.

The percentage of beneficial ownership is calculated based on 46,721,228 outstanding common shares.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them.

(3) Shares owned by Lagoa Investments.

Boggild is the Managing Director of Lagoa Investments and solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr.

Boggild may be deemed to be the beneficial owner of the shares held by Lagoa Investments.

(4) Shares owned by Mark Filanowski include 61,007 common shares held by his family members.

Information regarding the beneficial ownership of shares of our common stock by certain persons is incorporated by reference to the text set forth in the 2025 Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction with unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Related Party Transactions

For more information, please read “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Related Party Transactions .”

Director Independence

We have determined that Richard du Moulin, Eric Rosenfeld, David Sgro, Anthony Laura, Carl Claus Boggild and Karen Beachy are “independent directors” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Information regarding certain of our transactions and director independence is incorporated by reference to the text set forth in the 2025 Proxy Statement under the heading “Certain Relationships and Related Transactions” and “Director Independence.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Grant Thornton LLP acts as our independent registered public accounting firm.

The following is a summary of fees paid to Grant Thornton LLP for services rendered.

Audit fees consist of the fees and expenses for professional services rendered in connection with the audit of the Company’s consolidated financial statements, reviews of the consolidated financial statements included in each of the Company’s Quarterly Reports on Form 10-Q and fees for services related to the Company’s registration statements, consents, and assistance with and review of documents filed with the SEC.

During the years ended December 31, 2023 and 2022, the Company incurred an aggregate of $961,144 and $899,411 in audit fees, respectively.

Audit-related fees

During each of the years ended December 31, 2023 and 2022, the Company incurred audit-related fees of $65,000 and $62,500, respectively, consisting of the fees and expenses for the audit of Nordic Bulk Holding Company Ltd., a subsidiary of the Company.

During the year ended December 31, 2023, the Company incurred tax related fees of $14,000.

During the year ended December 31, 2022, the Company incurred tax related fees of $14,000.

All Other Fees

During the years ended December 31, 2023 and 2022, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval of Audit and Non-Audit Services

Our Audit Committee charter provides that all audit services and non-audit services must be pre-approved by the Audit Committee.

The Audit Committee may delegate authority to grant pre-approvals of audit and permitted non-audit services to a subcommittee consisting of one or more members of the Audit Committee, provided that any pre-approvals granted by any such subcommittee must be presented to the full Audit Committee at its next scheduled meeting.

From time to time, the Audit Committee has delegated to the Chairman of the committee the authority to pre-approve audit, audit-related and permitted non-audit services.

All non-audit services were reviewed with the Audit Committee or the Chairman, which concluded that the provision of such services by Grant Thornton LLP were compatible with the maintenance of such firm's independence in the conduct of their respective auditing functions.

Information regarding our accountant fees and services is incorporated by reference to the text set forth in the 2025 Proxy Statement under the heading “Ratification of Appointment of Independent Auditors.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Pangea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 14, 2024 expressed an unqualified opinion.

We have audited the accompanying consolidated balance sheets of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025 expressed an adverse opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Critical audit matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Vessel Impairment Analysis

As described further in Note 3 to the financial statements, the Company identified a triggering event which required management to evaluate each vessel asset group for impairment.

As a result, an impairment analysis was performed for each vessel asset group to determine whether the estimated undiscounted future cash flows exceed the vessel asset group’s carrying amount.

We identified the Company’s vessel impairment analysis as a critical audit matter.

The principal considerations for our determination that the Company’s vessel impairment analysis is a critical audit matter is that the impairment analysis for each vessel asset group requires management to make significant estimates and assumptions related to forecasts of future cash flows, including but not limited to revenue growth rates, projected expenses, drydocking costs and estimated vessel salvage values.

Evaluating the reasonableness of these estimates and projections require significant auditor judgment.

Our audit procedures related to the Company’s vessel impairment analysis included the following, among others.

• We tested the design and operating effectiveness of internal controls over the Company's vessel impairment analysis.

• We evaluated the reasonableness of the projected time charter equivalent (TCE) rates and projected expenses, including drydocking costs, used in management's undiscounted cash flow analysis for each vessel asset group for consistency with historical data and changes in the business.

• We agreed the inputs included in management's estimated salvage value calculation to third-party sources.

• We performed sensitivity analyses on the projected revenue, expenses, and useful lives used in the impairment analysis to evaluate the impact on the conclusions reached.

Valuation of Accounts Receivable

As described further in Note 3 to the financial statements, the Company had a significant customer who accounted for 37% of the trade receivable balance as of December 31, 2023.

These accounts receivable relate to services performed under a contract of affreightment during 2023.

We identified the valuation of the accounts receivable as a critical audit matter.

The principal considerations for our determination that the measurement of the receivable is a critical audit matter is that there is a degree of estimation uncertainty resulting from management judgment of the customer’s ability to meet its remaining payment obligation under the contract.

Given the customer’s balance is past due, management qualitatively evaluated whether any credit losses exist, including consideration of alternative funding sources the customer may use to meet the obligation.

Management’s qualitative evaluation of the measurement of receivables and the determination of the customer’s ability and intent to remit payment required a high degree of auditor judgment and an increased extent of effort to assess the reasonableness of management’s estimates and assumptions.

Our audit procedures related to the measurement of the receivable included the following, among others.

• We tested the design and operating effectiveness of internal controls over the assessment of the receivable.

• We tested management’s process related to the qualitative assessment and obtained an understanding of the relevant facts and circumstances related to the status of collection

• We confirmed the outstanding balance, intent to pay and the existence and accuracy of agreements with the customer as of December 31, 2023.

• We inspected guarantees from the ultimate parent company of the customer (“Parent”) and financial information of the Parent and corroborated their ability to pay.

• We inspected support for cash collections subsequent to year-end

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relate.

Valuation of a Customer Receivable

As described further in Note 3 to the financial statements, the Company had a significant customer who accounted for 35% of the accounts receivable balance as of December 31, 2024.

We identified the analysis of the allowance for credit losses on this customer’s accounts receivable balance as a critical audit matter.

The principal considerations for our determination that the analysis of the allowance for credit losses of the customer receivable is a critical audit matter is that there is a high degree of estimation uncertainty resulting from management's judgments around the customer’s ability to meet its remaining payment obligation under the contract.

Auditing these judgements and estimates requires a high degree of auditor judgment and an increased extent of effort to assess the appropriateness of management’s estimates and assumptions used.

Our audit procedures related to the recoverability of the customer receivable included the following, among others.

• We tested the design and operating effectiveness of the Company’s internal controls over the recoverability of the customer receivable.

• Evaluated management’s assessment on the expected recoverability.

• Confirmed the outstanding balance and the completeness of the agreements with the customer.

• Evaluated the financial statements and forecasts provided by the customer, analyzing the forecast in comparison to historical performance and industry outlook trends.

• Inspected the application of cash collections during and subsequent to the year ended December 31, 2024.

/s/ GRANT THORNTON LLP

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March 17, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Pangaea Logistic Solutions Ltd.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

Basis for opinion

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, an opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Pangaea Baltimore LLC, a wholly-owned subsidiary whose financial statements reflect total assets and total revenue constituting less than one percent, respectively, and Pangaea Port Everglades LLC, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting of one percent, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2023.

As indicated in Management’s Report, these subsidiaries were acquired during 2023.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded the internal control over financial reporting of Pangaea Baltimore LLC and Pangaea Port Everglades LLC.

Definition and limitations of internal control over financial reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

March 14, 2024

Pangaea Logistics Solutions Ltd.

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42,370,830 47,891,501

Bunker inventory 16,556,266 29,104,436

Inventories 32,848,241 16,556,266

Advance hire, prepaid expenses and other current assets 29,969,352 28,340,246

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Accounts payable, accrued expenses and other current liabilities $ 46,581,567 $ 34,346,202

Related party payable 1,181,015 1,490,060

Deferred revenue 15,447,488 15,629,886

Current portion of long-term debt 16,576,195 30,751,726

Current portion of financing obligations 25,267,105 18,980,512

Current portion of finance lease liabilities 2,843,750 2,989,612

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Secured long-term debt, net 112,720,545 68,446,309

Finance lease liabilities 143,266,867 168,513,939

Financing Obligations, net 229,529,792 130,037,711

Finance lease liabilities, net 10,434,298 13,229,156

Long-term liabilities - other - Note 11 — 17,936,540

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Depreciation and amortization 30,375,721 30,070,395

Loss on impairment of vessels — 3,007,809

Loss on sale of vessels — 1,738,511

25 unchanged sentences

Balance at December 31, 2022

45,898,395 $ 4,590 $ 162,894,080 $ 151,327,392 $ 314,226,062 $ 54,495,468 $ 368,721,530

Share-based compensation — — 2,087,807 — 2,087,807 — 2,087,807

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Balance at December 31, 2023

46,466,622 $ 4,648 $ 164,854,546 $ 159,026,799 $ 323,885,993 $ 46,309,940 $ 370,195,933

Share-based compensation — — 2,788,190 — 2,788,190 — 2,788,190

Equity Consideration for Strategic Shipping Inc.

Acquisition 18,059,342 1,806 91,017,280 — 91,019,086 — 91,019,086

Issuance of restricted shares, net of forfeitures 435,469 44 ( 44 ) — — — —

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Balance at December 31, 2024

64,961,433 $ 6,498 $ 258,659,972 $ 169,155,149 $ 427,821,619 $ 46,842,716 $ 474,664,335

The accompanying notes are an integral part of these consolidated financial statements

8 unchanged sentences

Amortization of prepaid rent 121,865 121,532

Unrealized loss (gain) on derivative instruments 2,925,347 ( 682,323 )

Unrealized loss on derivative instruments 953,042 2,925,347

Income from equity method investee ( 1,709,593 ) ( 684,470 )

1 unchanged sentence

Provision for doubtful accounts 1,835,064 2,938,879

Loss on impairment of vessels — 3,007,809

Loss on sales of vessels — 1,738,511

3 unchanged sentences

Accounts receivable 3,685,607 ( 14,075,231 )

Bunker inventory 12,548,170 ( 1,956,676 )

Inventories ( 11,030,458 ) 12,548,170

Advance hire, prepaid expenses and other current assets ( 2,688,870 ) ( 342,776 )

Accounts payable, accrued expenses and other current liabilities ( 4,079,047 ) ( 8,939,313 )

Accounts payable, accrued expenses, other current liabilities and related party payable 11,839,070 ( 4,079,047 )

Deferred revenue ( 182,398 ) ( 5,254,072 )

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Payments of long-term debt ( 33,082,460 ) ( 15,782,528 )

Proceeds from finance leases — 15,000,000

Payments on finance lease obligation ( 20,238,131 ) ( 15,834,059 )

Payments on other long-term liability — ( 5,000,000 )

Proceeds from financing obligations 25,000,000 —

Payments on financing obligations ( 19,180,510 ) ( 11,295,522 )

Payments of finance leases ( 2,989,613 ) ( 8,942,609 )

Dividends paid to non-controlling interests ( 2,333,334 ) ( 10,400,000 )

8 unchanged sentences

Cash paid for interest $ 17,983,252 $ 18,850,078

Acquisition of Strategic Shipping Inc.

through issuance of 18,059,342 shares of common stock, with a value of $ 91,019,086 , as non-cash consideration.

$ 91,019,086 $ —

Fair value of loans and lease liabilities (ASC 842) assumed $ 100,049,292 $ —

The accompanying notes are an integral part of these consolidated financial statements

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The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage planning, and technical vessel management.

At December 31, 2023 the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax and seven Supramax vessels.

The Company owns two-thirds of consolidated subsidiary Nordic Bulk Holding Company Ltd.

As of December 31, 2024, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax and nine Supramax vessels.

The Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd.

(“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.

The Company owns 50% of Nordic Bulk Partners LLC.

The Company owned 50 % of Nordic Bulk Partners LLC.

("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels.

On November 6, 2024, Pangaea Logistics Solutions Ltd.

completed the acquisition of the remaining 50 % equity ownership in Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.0 million in cash, thereby securing full ownership of Nordic Bulk Partners.

Refer to "Note 11, Other Long-Term Liabilities".

The Company owns fifteen Handysize vessels acquired through the Strategic Shipping Inc.

The Company also has a 50 % interest in the owner of a deck barge.

On June 1, 2023, the Company completed the acquisition of port and terminal operations in Fort Lauderdale, Florida and Baltimore, Maryland.

Additionally, the Company owns port and terminal operations located in Fort Lauderdale, Florida, and Baltimore, Maryland.

NOTE 2 – NATURE OF ORGANIZATION

3 unchanged sentences

A summary of the Company’s variable interest entities is provided at Note 5.

At December 31, 2023 and 2022, entities that are consolidated pursuant to ASC 810-10 include the following wholly-owned subsidiaries:

• Bulk Partners (Bermuda) Ltd.

(“Bulk Partners”) – a corporation that was duly organized under the laws of Bermuda.

The primary purpose of this corporation is a holding company.

• Phoenix Bulk Carriers (BVI) Limited – a corporation that was duly organized under the laws of the British Virgin Islands.

The primary purpose of this corporation is to provide logistics services to its customers, and to manage and operate ocean-going vessels.

The Company was renamed Pangaea Logistics Solutions (BVI) Limited ("Pangaea BVI") in 2023.

• Phoenix Bulk Management Bermuda Limited (“PBM”) – a corporation that was duly organized under the laws of Bermuda.

Certain of the administrative management functions of PBC have been assigned to PBM.

• Americas Bulk Transport (BVI) Limited – a corporation that was duly organized under the laws of the British Virgin Islands.

The primary purpose of this corporation is to charter ships.

• Bulk Ocean Shipping (Bermuda) Ltd.

– a corporation that was duly organized under the laws of Bermuda.

The primary purpose of this corporation is to manage the fuel procurement of the chartered vessels.

• Phoenix Bulk Carriers (US) LLC – a corporation that duly organized under the laws of Delaware.

The primary purpose of this corporation is to act as the U.S.

administrative agent for the Company.

• Allseas Logistics Bermuda Ltd.

– a corporation that was duly organized under the laws of Bermuda.

The primary purpose of this corporation is the Treasury Agent for the group of Companies.

• Narragansett Bulk Carriers (US) Corp.

- a corporation organized in July 2012 under the laws of Rhode Island.

The primary purpose of this corporation is to manage and operate ocean-going vessels.

• Bulk Pangaea Limited (“Bulk Pangaea”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Pangaea was established in September 2009 for the purpose of acquiring the m/v Bulk Pangaea.

• Bulk Trident Ltd.

(“Bulk Trident”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Trident was established in August 2012 for the purpose of acquiring the m/v Bulk Trident.

• Bulk Phoenix Ltd.

(“Bulk Phoenix”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Phoenix was established in July 2013 for the purpose of acquiring the m/v Bulk Newport.

• 109 Long Wharf LLC (“Long Wharf”) – a limited liability company that was duly organized under the laws of Delaware for the objective and purpose of holding real estate located in Newport, Rhode Island.

• Nordic Bulk Ventures (Cyprus) Limited (“NBV”) – a corporation that was duly organized in April 2009 under the laws of Cyprus.

NBV is the holding company of Nordic Bulk Carriers AS (“NBC”).

NBC's name was changed to Pangaea Logistics Solutions Denmark AS ("Pangaea Denmark") in 2023.

Pangaea Denmark specializes in ice trading, as well as the carriage of a wide range of commodities, including cement clinker, steel scrap, fertilizers, and grains.

• Pangaea Logistics Solutions Singapore Pte.

("Pangaea Singapore") - a corporation that was duly organized in March 2014 under the laws of Singapore.

Pangaea Singapore focuses on chartering and operating bulk carriers trading in a wide range of commodities;

and is a wholly-owned subsidiary of Pangaea Denmark.

• Nordic Bulk Ventures Holding Company Ltd.

(“BVH”) – a corporation that was duly organized under the laws of Bermuda.

BVH was established in August 2013 for the purpose of owning Bulk Nordic Five Ltd.

(“Five”) and Bulk Nordic Six Ltd.

Five and Six are corporations that were duly organized under the laws of Bermuda in November 2013 for the purpose of owning m/v Bulk Destiny and m/v Bulk Endurance, Ultramax newbuildings delivered in January 2017.

The Company acquired its joint venture partner's 50 % interest in January 2017 for $ 0.8 million after which BVH is a wholly-owned subsidiary of the Company.

• Bulk Freedom Corp.

(“Bulk Freedom”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Freedom was established in May 2017 for the purpose of acquiring the m/v Bulk Freedom.

• Bulk Pride Corp.

(“Bulk Pride”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Pride was established in October 2017 for the purpose of acquiring the m/v Bulk Pride.

• Flintstone Ventures Limited ("FVL") - a corporation that was duly organized under the laws of the Province of Nova Scotia on March 17, 2017.

FVL focuses on the carriage of specialized cargo.

• Bulk PODS Ltd.

(“Bulk PODS”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk PODS was established in April 2018 for the purpose of acquiring the m/v Bulk PODS.

The vessel was renamed m/v Bulk Xaymaca in 2022.

• Bulk Spirit Ltd.

(“Bulk Spirit”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Spirit was established in October 2018 for the purpose of acquiring the m/v Bulk Spirit.

• Bulk Independence Ltd.

(“Bulk Independence”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Independence was established in May 2019 for the purpose of acquiring the m/v Bulk Independence.

• Bulk Friendship Ltd.

(“Bulk Friendship”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Friendship was established in September 2019 for the purpose of acquiring the m/v Bulk Friendship.

• Bulk Courageous Corp.

(“Bulk Courageous”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Courageous was established in January 2021 for the purpose of acquiring the m/v Bulk Courageous.

• Bulk Valor Corp.

(“Bulk Valor”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Valor was established in May 2021 for the purpose of acquiring the m/v Bulk Valor.

• Bulk Promise Corp.

(“Bulk Promise”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Promise was established in April 2021 for the purpose of acquiring the m/v Bulk Promise.

• Phoenix Bulk 25 Corp.

(“Phoenix Bulk 25”) – a corporation that was duly organized under the laws of the Marshall Islands.

Phoenix Bulk 25 was established in November 2021 for the purpose of acquiring the m/v Bulk Concord.

• Bulk Sachuest Corp.

(“Bulk Sachuest") – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Sachuest was established in August 2022 for the purpose of acquiring the m/v Bulk Sachuest.

• Bulk Prudence Corp.

(“Bulk Prudence") – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Prudence was established in April 2023 for the purpose of acquiring the m/v Bulk Prudence.

• Pangaea Logistics Solutions (US) LLC ("PANL US") – a corporation that was duly organized under the laws of Delaware, was established in 2019 for the purpose of managing the Company's U.S.-based business activities.

• Pangaea Baltimore LLC - a corporation that was duly organized under the laws of Delaware, was established in 2023 for the purpose of acquiring Terminal and Stevedore operations at Port Baltimore, Maryland.

• Pangaea Port Everglades LLC - a corporation that was duly organized under the laws of Delaware, was established in 2023 for the purpose of acquiring Terminal and Stevedore operations at Port Everglades, Florida.

• Bay Stevedoring LLC - a corporation that was duly organized under the laws of Delaware, was established in 2019 for the primary purpose of managing and operating a port terminal in Louisiana.

At December 31, 2024 and 2023, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:

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Bulk Seven, Bulk Eight, Bulk Nine and Bulk Ten are corporations that were duly organized under the laws of the Marshall Islands in September 2019 for the purpose of constructing and owning Post-Panamax newbuilding vessels named m/v Nordic Nuluujaak, m/v Nordic Qinngua, m/v Nordic Sanngijuq and m/v Nordic Siku, respectively, the four newbuilding vessels were delivered in 2021.

At December 31, 2023 the Company had a 50 % ownership interest in NBP with the other 50 % ownership interest owned by the independent third-party.

On November 6, 2024, Pangaea Logistics Solutions Ltd.

completed the purchase of the 50 % equity ownership of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.0 million in cash, resulting in Pangaea owning 100 % of Nordic Bulk Partners.

At December 31, 2024 the Company had a 100 % ownership interest in NBP.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for doubtful accounts and the estimate of salvage value used in determining vessel depreciation expense.

Significant estimates include:

• The fair value of assets and liabilities acquired in business combinations, including assumptions used in purchase price allocations.

• The assessment of long-lived assets for impairment under ASC 360, which involves assumptions about future cash flows, discount rates, and other relevant factors.

• The percentage completion of spot voyages.

• The establishment of the allowance for credit losses.

• The estimate of salvage value used in determining vessel depreciation expense.

Management reviews these estimates periodically and reflects the effects of revisions in the period in which they are determined.

Revenue Recognition

2 unchanged sentences

Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage.

Estimated losses under a voyage charter are provided for in full at the time such losses become probable.

The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading.

The Company acts as the principal in these contracts.

Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter.

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The demurrage and despatch represent variable consideration which is estimated at contract inception.

Such estimates are updated and constrained.

Voyage revenue recognized is presented net of address commissions.

2 unchanged sentences

Revenue is not earned when vessels are offhire.

The Company acts as the principal in these contracts.

Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied.

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Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo.

The Company’s revenue recognition includes variable consideration in certain contracts, which is assessed based on the terms of each agreement.

• In a stevedoring service contract the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo.

The consideration in such a contract is determined on the basis of a rate per unit of cargo handled.

The contract may contain minimum quantities.

Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

T he contract may contain minimum quantities.

The contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The Company allocates the transaction price to each obligation at contract inception based on expected cost plus margin.

• In a terminal service contract the Company is paid to perform a broad range of activities at port terminals.

This includes labor, storage, handling, and transfer of cargo within the terminal area.

We recognize revenue over time or at a point in time, depending on the nature of the performance obligation contained in the respective contract with our customer.

The Company acts as an agent in certain performance obligations.

The Company evaluates variable consideration at contract inception and updates estimates as necessary, ensuring that recognized revenue reflects the expected amount, subject to constraints to avoid significant reversals.

The transaction price is allocated based on the relative stand-alone selling price of each performance obligation.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for our contracts that had an original expected duration of less than one year.

2 unchanged sentences

Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date.

Deferred revenue as of December 31, 2022 was $20.9 million.

All deferred revenue recorded on the consolidated balance sheets as of December 31, 2023 and December 31, 2022 was recognized during 2024 and 2023, respectively.

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The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments.

The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda.

The Company has certain domestic and foreign cash balance that exceed the insured limits set by the Federal Deposit Insurance Corporation (FDIC) in the United States and equivalent regulatory agencies in countries.

The Company maintains its cash accounts with various high-quality financial institutions in the United States,

Germany, and Bermuda.

The Company performs periodic evaluations of the relative credit standing of these financial institutions.

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At December 31, 2023, there were two customers that accounted for 57 % of the Company’s trade accounts receivable, one accounted for 35 % and the other accounted for 22 %.

At December 31, 2023, twenty-seven customers in the United States, and three customers in Canada, account for 70 % of accounts receivable.

At December 31, 2022, fourteen customers in the United States, four customers in Canada, fifteen customers in Singapore, and one customer in Barbados accounted for 68 % of accounts receivable.

For the year ended December 31, 2023, the Company had three countries that accounted for at least 10% of revenue;

the United States (thirty-nine representing 29 %), Canada (four representing 15%), and The United Kingdom (thirteen representing 12%).

For the year ended December 31, 2022, the Company had one country that accounted for at least 10% of revenue;

the United States (twenty-seven representing 25 %).

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

At December 31, 2024, the United States and Canada accounted for 67 % of accounts receivable.

At December 31, 2023, the United States and Canada accounted for 70 % of accounts receivable.

For the year ended December 31, 2024, the Company had two countries that accounted for at least 10% of revenue;

the United States represents 32 % and Canada represents 14 %.

F or the year ended December 31, 2023, the Company had three countries that accounted for at least 10% of revenue;

the United States represents 29 %, Canada represents 15 %, and The United Kingdom represents 12 %.

For the year ended December 31, 2024, one customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

Cash and Cash Equivalents

2 unchanged sentences

Allowance for Credit Losses

The Company provides a specific reserve for significant outstanding accounts that are considered potentially uncollectible in whole or in part.

In addition, the Company’s policy based on experience is to establish a reserve equal to approximately 25% of accounts receivable balances that are 90-360 days past due and approximately 50% of accounts receivable balances that are 360 or more days past due, and which are not otherwise reserved.

The reserve estimates are adjusted as additional information becomes available, or as payments are made.

At December 31, 2023 and 2022, the Company has provided an allowance for credit losses of $ 5,657,837 and $ 4,367,848 respectively, for amounts that are not expected to be fully collected.

The Company maintains a specific reserve for outstanding accounts that are considered partially or fully uncollectible.

Additionally, reserves for accounts receivable are established based on account aging and historical collection trends.

These reserves are adjusted as new information becomes available or payments are received.

At December 31, 2022, the allowance for credit losses was $ 4,367,848 .

At December 31, 2024, and 2023, the Company provided an allowance for credit losses of $ 5,492,901 and $ 5,657,837 respectively, for amounts that are not expected to be fully collected.

The provision for credit losses was $ 1,835,064 in 2024 and $ 2,938,879 in 2023.

In 2023, the Company had write-offs totaling $ 1,648,890 as these amounts were deemed uncollectible.

In contrast, there were no write-offs for the Company in 2022.

Write-offs totaled $ 2,000,000 in 2024 and $ 1,648,890 in 2023, reflecting amounts determined to be uncollectible.

Bunker Inventory

20 unchanged sentences

Name 2024 2023

Intangible Assets - Note 15:

Intangible Assets, net - Note 15:

Acquisitions (1)

$ 1,008,669 $ 1,777,063

Investment in Seamar Managements S.A.

236,219 706,655

Investment in Pangaea Logistics Solutions (US) LLC 1,667,093 3,954,605

Investment in Bay Stevedoring 1,894,927 1,667,093

Investment in Narragansett Bulk Carriers (US) Corp 519,975 519,975

1 unchanged sentence

Total $ 4,760,529 $ 5,590,295

(1) Intangible assets represent acquired assets, including licenses, contracts, and other rights, net of accumulated amortization totaling $ 1,242,431 .

Vessels and Depreciation

10 unchanged sentences

Deferred Drydock Cost

Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 year period until next dry docking for vessels older than 15 years at time of dry docking.

Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 years period until next dry docking for vessels older than 15 years at time of dry docking.

Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency.

13 unchanged sentences

The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes.

Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire

Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days.

The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate.

2 unchanged sentences

Measurement of the impairment loss is based on the fair value of the asset as provided by third parties.

The Company concluded that no triggering event occurred during the twelve months ended December 31, 2024, which would require impairment testing.

In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded their fair value.

3 unchanged sentences

Therefore, no additional loss on impairment was recognized.

Also the Company concluded that no other triggering event had occurred during the remaining period of the 2023 which would require impairment testing.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value.

On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions.

As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022.

The impairment analysis did not indicate any impairment on the remaining fleet.

Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing.

Also the Company concluded that no other triggering event had occurred during the remaining period of 2023 which would require impairment testing.

Financing Costs

3 unchanged sentences

Debt issuance costs and bank fees paid to financial institutions $ 7,599,543 $ 7,599,543

Additional debt issuance costs 2,043,785 —

accumulated amortization ( 5,142,820 ) ( 4,109,086 )

25 unchanged sentences

As the tax is not determined based on taxable income, Pangaea Denmark’s tax expense of approximately $ 389,000 and $ 417,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2024 and 2023, respectively.

Shipping income derived from sources outside the United States is not subject to any Unites States federal income tax.

Shipping income derived from sources outside the United States is not subject to any United States federal income tax.

sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation can also be considered exempt from U.S.

1 unchanged sentence

The exemption requires a number of tests be met including qualifying income earned subject to an equivalent exemption in a qualified country and a qualified foreign corporation meeting the qualified foreign country, qualified income, stock ownership tests and substantiation requirements.

The Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883.

Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883.

To the extent the Company is unable to qualify for the exemption, the Company would be subject to U.S.

23 unchanged sentences

Dividends on common stock are recorded when declared by the Board of Directors.

Refer to Note 14, "Stock Incentive Plans and Non-controlling interest" for additional information related to common stock dividends.

While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company.

For more information on common stock dividends, refer to Note 14, "Stock Incentive Plans and Non-controlling interest."

Noncontrolling Interests

21 unchanged sentences

Segment Reporting

Operating segments are components of a business that are evaluated regularly by the chief operating decision maker ("CODM") for the purpose of assessing performance and allocating resources.

Based on the information that the CODM uses, including consideration of whether discrete financial information is available for the business activities, the Company has identified multiple operating segments which have been aggregated based on considerations such as the nature of its services, customers, operations and economic characteristics.

The Company has determined that it operates under one reportable segment.

Operating segments are components of a business that engage in revenue-generating activities and incur expenses.

Additionally, discrete financial information must be available for these segments.

Their operating results are regularly reviewed by the chief operating decision maker ("CODM") to allocate resources and assess performance.

Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker ("CODM"), manages our segments, evaluates financial results, and makes key operating decisions.

In accordance with ASC 280, the Company identified the following operating segments:

one shipping operating segment and six terminal and stevedoring operating segments.

The Company shipping segment is inclusive of ship owning and commercial management companies.

The Company evaluated whether aggregation of identified operating segments was appropriate based on the nature of services provided, the type of customers served, methods of service delivery, and economic characteristics.

Based on criteria, the Companies operating segments do not qualify for aggregations.

Based on the reportable segment criteria in ASC 280, the Company determined the shipping operating segment is reportable.

All other operating segments do not meet the quantitative thresholds for determining reportable segments.

We have one reportable operating segment:

the shipping segment.

The Company believes this approach aligns with the objective and principles of segment reporting under ASC 280, ensuring that the reportable segment structure reflects how the business is managed and how financial performance is assessed.

The Company will continue to monitor its operating segments and the criteria for aggregation to ensure compliance with ASC 280 and the appropriateness of its segment reporting.

Fair Value of Financial Instruments

1 unchanged sentence

The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest rates associated with these related credit facilities.

At December 31, 2023, the Company has six fully fixed rate debt facilities.

At December 31, 2022, the Company has five fully fixed rate debt facilities and one facility which was fixed in part.

At December 31, 2024, the Company has eight fully fixed rate debt facilities.

At December 31, 2023, the Company has nine fully fixed rate debt facilities.

The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows:

Carrying amount of fixed rate long-term debt $ 100,251,477 $ 113,589,539

December 31, 2024 December 31, 2023

Carrying amount of fixed rate long-term debt, financing obligations, and finance leases $ 120,026,549 $ 111,847,339

Fair value of fixed rate long-term debt $ 113,339,208 $ 103,119,658

5 unchanged sentences

These costs are recorded as vessel operating expense in the Consolidated Statements of Income.

The Company has elected the practical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue;

and the lease component, if accounted for separately, would be classified as an operating lease.

At December 31, 2024, the Company had six vessels chartered to customers under time charters that contain leases.

These six leases varied in original length from 35 days to 165 days .

At December 31, 2024, lease payments due under these arrangements totaled approximately $ 2,389,000 and each of the time charters were due to be completed in one hundred four days or less.

The company does not have any options to extend or terminate the leases.

At December 31, 2023, the Company had ten vessels chartered to customers under time charters that contain leases.

These 10 leases varied in original length from 21 days to 180 days.

These ten leases varied in original length from 21 days to 180 days .

At December 31, 2023, lease payments due under these arrangements totaled approximately $ 12,525,000 and each of the time charters were due to be completed in one hundred eighty days or less.

At December 31, 2022, the Company had four vessels chartered to customers under time charters that contain leases.

These four leases varied in original length from 20 days to 105 days.

At December 31, 2022, lease payments due under these arrangements totaled approximately $2,789,000 and each of the time charters were due to be completed in one hundred five days or less.

The Company does not have any sales-type or direct financing leases.

Adoption of the lessee provisions of this guidance did not have a material impact on the Company's consolidated financial statements because the Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard.

In addition, the Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.

Recently issued accounting standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies.

Recently issued standards typically do not require adoption until a future effective date.

their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption on our consolidated financial statements.

Recent Accounting Standards

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”).

ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

Recently Adopted Accounting Standards

As of January 1, 2023, we adopted ASU No.

2 unchanged sentences

The adoption of the accounting standard, did not have any material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No.

2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

In January 2021, the FASB issued ASU No.

2021-01, “Reference Rate Reform (Topic 848):

Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform.

In December 2022, the FASB issued ASU No.

2022-06, "Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848.

The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of our pending adoption of this standard on its financial statement disclosures.

The Company adopted ASU No.

2020-04, ASU No.

2021-01, and ASU No.

2022-06 related to Reference Rate Reform (Topic 848).

The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures."

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update expands the disclosure requirements for reportable segments by enhancing disclosures related to significant segment expenses, interim segment profit or loss, and segment assets.

It also clarifies how the Chief Operating Decision Maker ("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources.

The Company adopted ASU 2023-07 effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements.

For additional details on the adoption effects of ASU 2023-07, refer to Note 16.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

The update is effective for annual periods beginning

after December 15, 2024 on a prospective basis, and retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.

In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes.

It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted.

The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

NOTE 4 - CASH AND CASH EQUIVALENTS

7 unchanged sentences

Total cash and cash equivalents $ 86,805,470 $ 99,037,866

(1) It consists of cash deposits at various major banks with interest rates ranging from 5.48% to 5.69%.

(1) It consists of cash deposits at various major banks.

3 unchanged sentences

12,063,063 11,948,547

NBP and Deck Barge (3)

Deck Barge (3)

833,337 5,436,640

2 unchanged sentences

(2) Held by a 67 % owned Pangaea consolidated subsidiary

(3) Held by a 50% owned Pangaea consolidated subsidiary

(3) Held by a 50 % owned Pangaea consolidated subsidiary in 2024, the cash balance included $ 5,178,409 held by NBP, a subsidiary in which Pangaea had a 50 % equity ownership at December 31, 2023.

NOTE 5 - VARIABLE INTEREST ENTITIES

The Company has evaluated all of its wholly and partially-owned entities, as well as entities with common ownership or other relationships, pursuant to ASC 810.

A summary of the Company’s consolidation policy is provided in Note 3.

The Company has concluded that Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN and Pangaea Logistics Solutions (US) LLC are the VIEs at December 31, 2023.

The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2022.

We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The results of operations and financial position of these VIEs are included in our consolidated financial statements.

The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows:

In compliance with ASC 810, the Company has assessed all its wholly and partially owned entities, in addition to those with common ownership or other connections.

Note 3 outlines a brief of the Company's consolidation policy.

As of December 31, 2024, the Company has identified the following variable interest entities (VIEs):

Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic Venture, Strategic Endeavor, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.

Similarly, as of December 31, 2023, the identified VIEs are Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk

Sachuest, Bulk Prudence, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, and Pangaea Logistics Solutions (US) LLC.

The Company consolidates a VIE when it holds a variable interest in the entity and is the primary beneficiary.

This means the Company has (i) the authority to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

The financial position and operating results of these VIEs are included in the consolidated financial statements.

After eliminating any intercompany transactions and balances, the aggregate carrying values of the VIEs’ assets and liabilities in the consolidated balance sheets were as follows:

(Dollars in millions, figures may not foot due to rounding)

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Ship-owning (1)

NBHC NBV Long Wharf VLNL NBP PANL US

NBHC NBV Long Wharf VLNL PANL US

Total assets $ 373.5 $ 89.9 $ 42.9 $ 1.9 $ 0.9 $ 6.0

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m/v BULK COURAGEOUS 16,027,958 15,145,246

15,145,246 15,755,839

m/v BULK CONCORD 18,510,983 18,965,726

18,965,726 19,394,966

m/v BULK NEWPORT — 10,211,578

m/v BULK FREEDOM 7,325,595 8,150,075

m/v BULK PRIDE 10,677,950 11,194,335

Owned vessels

m/v BULK SPIRIT 11,960,593 12,970,111

12,970,111 11,703,170

m/v BULK PATIENCE 28,239,587 —

m/v BRENTON 28,256,449 —

m/v BULK SACHUEST 15,677,788 16,487,253

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m/v BULK FRIENDSHIP 11,956,736 12,810,712

12,810,712 13,680,578

m/v BULK VALOR 15,726,225 16,434,083

m/v BULK PROMISE 16,344,110 16,970,026

m/v STRATEGIC FORTITUDE 16,874,348 —

m/v STRATEGIC RESOLVE 14,606,291 —

m/v STRATEGIC EXPLORER 14,606,291 —

m/v STRATEGIC ENTITY 14,606,291 —

m/v STRATEGIC SYNERGY 14,061,957 —

m/v STRATEGIC ALLIANCE 14,061,957 —

m/v STRATEGIC UNITY 14,061,957 —

m/v STRATEGIC HARMONY 14,061,957 —

m/v STRATEGIC EQUITY 14,061,957 —

m/v STRATEGIC VENTURE 14,061,957 —

m/v STRATEGIC SAVANNAH 11,431,010 —

m/v STRATEGIC SPIRIT 11,068,121 —

m/v STRATEGIC VISION 11,068,121 —

m/v STRATEGIC TENACITY 10,705,232 —

m/v STRATEGIC ENDEAVOUR 7,711,396 —

1,597,197 1,821,235

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Total fixed assets, net $ 707,826,328 $ 474,265,171

Vessels under finance lease (4)

Right of Use Assets

Finance lease right of use assets:

m/v BULK XAYMACA 11,042,061 11,623,719

m/v BULK DESTINY $ 17,729,470 $ 18,770,104

m/v BULK TRIDENT — 11,024,196

$ 28,771,531 $ 30,393,823

(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2024 and December 31, 2023.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at December 31, 2023 and 2021.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50 % ownership interest at December 31, 2023.

On November 6, 2024, the Company acquired the remaining 50 % interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels at December 31, 2024.

(3) Barge is owned by a 50 % owned consolidated subsidiary.

(4) Refer to Note 10, "Finance Leases," of our Financial Statements for additional information related to the vessels under finance lease.

The Company capitalized dry-docking costs on three vessels in 2023 and four vessels in 2022.

The Company capitalized dry-docking costs on five vessels in 2024 and three vessels in 2023.

The amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking.

The Company capitalized drydocking costs totaling $4.2 million and $6.0 million in the twelve months ended December 31, 2023 and 2022, respectively.

Company capitalized drydocking costs totaling $ 6.2 million and $ 4.2 million in the twelve months ended December 31, 2024 and 2023, respectively.

These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets.

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These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Fuel Swap Contracts

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program.

The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Fuel Derivatives

The Company continuously monitors the market volatility associated with fuel prices and seeks to reduce the risk of such volatility through a fuel hedging program.

The Company enters into fuel derivatives that are not designated for hedge accounting under ASC 815 and, as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Interest rate cap

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Other current assets $ — $ — Other current liabilities $ 1,045,395 $ 1,217,820

Fuel swap contracts (2)

Fuel derivatives (2)

Other current assets $ — $ — Other current liabilities $ 137,992 $ 523,233

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Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

Fair Value Measurements on a Recurring Basis as of December 31, 2024 and 2023:

December 31, 2024 December 31, 2023

Derivative Instruments Total Fair Value Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3

Asset Derivative:

Margin accounts $ 3,268,455 $ 3,268,455 $ — $ — $ 3,239,947 $ 3,239,947 $ — $ —

Forward freight agreements — — — — — — — —

Fuel derivatives — — — — — — — —

Interest rate cap 1,873,430 — 1,873,430 — 3,384,137 — 3,384,137 —

Total Asset Derivatives 5,141,885 3,268,455 1,873,430 — 6,624,084 3,239,947 3,384,137 —

Liability Derivative:

Forward freight agreements 1,045,395 — 1,045,395 — 1,217,820 — 1,217,820 —

Fuel derivatives 137,992 — 137,992 — 523,233 — 523,233 —

Interest rate cap — — — — — — — —

Total Liability Derivatives $ 1,183,387 $ — $ 1,183,387 $ — $ 1,741,053 $ — $ 1,741,053 $ —

The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended December 31, 2024 and 2023:

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Forward freight agreements $ 172,425 $ ( 1,053,033 )

Fuel Swap Contracts $ ( 364,307 ) $ ( 1,206,679 )

Fuel derivatives 385,240 ( 364,307 )

Interest rate cap ( 1,510,707 ) ( 1,508,007 )

The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist.

Total loss $ ( 953,042 ) $ ( 2,925,347 )

The estimated fair values of the Company’s forward freight agreements and fuel derivatives are based on market prices obtained from an independent third-party valuation specialist.

Such quotes represent the estimated amounts the Company would receive to terminate the contracts.

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December 31, 2023 Activity December 31, 2024

Included in Advance hire, prepaid expenses and other current assets on the consolidated balance sheets and statements of income, respectively:

MTM Ship Management (“MTM”) (ii)

$ — $ 3,789,859 $ 3,789,859

Included in accounts payable and accrued expenses on the consolidated balance sheets:

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("Seamar") is a joint venture of which the Company owns 51 % at December 31, 2024 and 2023.

A member of the Board of Directors has partial ownership in MTM Ship Management.

Under the terms of a technical management agreement between the Company and Seamar Management S.A.

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The total amounts payable to Seamar at December 31, 2024 and 2023, (including amounts due for vessel operating expenses), were $ 1,181,015 and $ 1,490,060 , respectively.

NOTE 9 - SECURED LONG-TERM DEBT

Long-term debt consists of the following:

On December 30, 2024, the Company completed its merger with Strategic Shipping Inc.

(SSI), a wholly owned subsidiary of Renaissance Holdings LLC.

As part of the transaction, the Company entered into a Technical Management Agreement with MTM Ship Management (“MTM”), establishing MTM as the technical manager for certain vessels within the merged entity’s fleet.

Under the agreement, MTM Ship Management provides technical management services, including vessel maintenance, crew management, procurement, and regulatory compliance.

As of December 31, 2024, the Company had a prepaid balance amounting to $ 3,789,859 for continuous vessel management services rendered by MTM Ship Management.

This sum is recorded under Prepaid Expenses on the consolidated balance sheet.

NOTE 9 - SECURED LONG-TERM DEBT AND FINANCING OBLIGATIONS

As of December 31, 2024, the Company’s outstanding long-term debt consists of the following:

December 31, 2024 December 31, 2023 Interest Rate (%) (1)

Maturity Date

Long-Term Debt

Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

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- Tranche A (2)

9,033,325 10,099,993 4.39 % May 2024

– Bulk Nordic Six Ltd.

— 2,070,000 — % Paid in full in January 10, 2023

— 9,033,325 N/A May 2024

– Bulk Pride - Tranche C (2)

1,900,000 3,000,000 5.39 % May 2024

— 1,900,000 N/A May 2024

– Bulk Independence - Tranche E (2)

— 9,500,000 N/A May 2024

$ 50 Million Senior Secured Term Loan Facility - Dated August 14, 2024 (4)

46,966,266 — 6.99 % May 2029

6 unchanged sentences

6,918,957 7,733,094 6.19 % October 2029

109 Long Wharf Commercial Term Loan — 374,466 — % Paid in full in January 24, 2023

Total $ 100,251,475 $ 116,034,005

unamortized bank fees (5)

( 1,053,440 ) ( 1,431,736 )

Bulk Prudence 14,853,000 — 6.53 % July 2029

Total Long-Term Debt $ 131,319,017 $ 100,251,475

Unamortized Debt Issuance Costs ( 2,022,277 ) $ ( 1,053,440 )

$ 129,296,740 $ 99,198,035

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NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.

(4) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.

(5) A portion of unamortized debt issuance costs were reclassified as a reduction of the finance leases liabilities.

Refer to Note 10 "Finance Leases" for additional information.

The Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

Senior Secured Term Loan Facility - Dated December 23, 2020.

The agreement advanced $18,000,000 in respect of the m/v Nordic Odyssey and m/v Nordic Orion.

The agreement requires repayment of the advance in 28 equal quarterly principal and interest installments of $571,821 beginning on March 23, 2021 and a balloon payment of $4,400,000 due with the final installment in December 2027.

Interest on this advance is fixed at 2.95%.

The loan is secured by a first preferred mortgage on the m/v Nordic Odyssey and m/v Nordic Orion, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oasis (MI) Corp.

Facility Agreement dated April 26, 2021

On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders.

The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis.

The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1,200,000 beginning on June 15, 2021 and a balloon payment of $24,200,000 due in March 2027.

Interest on this advance is fixed at 3.38% effective May 5, 2021.

The Loan is secured by a first lien on m/v Nordic Bulk Oshima, m/v Nordic Bulk Odin, m/v Nordic Bulk Olympic and m/v Nordic Bulk Oasis.

The Company used a portion of the proceeds of the loan to repay the outstanding balance of $51.5 million for the Nordic Oshima, Nordic Odin, Nordic Olympic and Nordic Oasis loan facilities which was set to mature on October 1, 2021.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

The Amended Senior Facility - Dated May 13, 2019 (previously identified as The Amended Senior Facility - Dated December 21, 2017)

On May 13, 2019, the Company, through its wholly owned subsidiaries, Bulk Endurance, Bulk Pride and Bulk Independence entered into the Second Amendatory Agreement, (the "Second Amendment"), amending and supplementing the First Amendatory Agreement dated December 17, 2017.

The Second Amendment advanced $14,000,000 under Tranche E in respect to the m/v Bulk Independence, extended maturity dates on Tranche A, B, and C to May 2024, and reduced applicable interest rate margin on Tranche A, B, and C to 1.70% for the first eight quarters following the drawdown of Tranche E, and 2.40% thereafter.

Bulk Endurance Tranche A and B

The amended agreement advanced $19,500,000 in respect of the m/v Bulk Endurance on January 7, 2017, in two tranches.

The agreement requires repayment of Tranche A, totaling $16,000,000, in three equal quarterly installments of $100,000 beginning on April 7, 2017 and 27 equal quarterly installments of $266,667.

A balloon payment of $8,766,658 is due with the final installment in May 2024, resulting in its reclassification to the current portion of long-term debt.

Interest on this advance was fixed at 3.69% through March 2021, fixed at 4.39% through December 2021, and fixed at 3.46% thereafter.

The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,745,000 due with the final installment in May 2024.

Interest on this advance is floating at LIBOR plus 1.70% (3.63% at December 31, 2022) through March 2021, and thereafter at LIBOR plus 2.4%.

The loan was repaid in full on January 10, 2023.

Bulk Pride Tranche C and D

The amended agreement advanced $10,000,000 in respect of the m/v Bulk Pride on December 21, 2017, in two tranches.

The agreement requires repayment of Tranche C, totaling $8,500,000, in 26 equal quarterly installments of $275,000 beginning in March 2018 and a balloon payment of $1,350,000 due with the final installment in May 2024, resulting in its reclassification to the current portion of long-term debt.

Interest on this advance was fixed at 4.69% through March 2021, fixed at 5.39% through December 2021, and fixed at 3.6% thereafter.

The agreement also advanced $1,500,000 under Tranche D, which is payable in 4 equal quarterly installments of $375,000 beginning in September 2018.

Tranche D was fully repaid in June 2019.

Bulk Independence Tranche E

The amended agreement advanced $14,000,000 under Tranche E in respect of the m/v Bulk Independence on May 13, 2019, which requires repayment of 20 equal quarterly installments of $250,000 beginning in September 2019 and a balloon payment of $9,000,000 due with the final installment in May 2024, resulting in its reclassification to the current portion of long-term debt.

Interest on this advance was fixed at 3.48% through March 31, 2020, fixed at 2.84% through December 31, 2021 and fixed at 3.54% thereafter.

The loan is secured by first preferred mortgages on the m/v Bulk Endurance, the m/v Bulk Pride and the m/v Bulk Independence, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

Additionally, the agreement contains a minimum liquidity requirement, positive working capital of the borrower and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to

remain above defined ratios.

At December 31, 2023 and 2022, the Company was in compliance with these covenants.

The Bulk Freedom Corp.

Loan Agreement -- Dated June 14, 2017

The agreement advanced $5,500,000 in respect of the m/v Bulk Freedom on June 14, 2017.

The agreement requires repayment of the loan in 8 quarterly installments of $175,000 and 12 quarterly installments of $150,000 beginning on September 14, 2017.

A balloon payment of $2,300,000 is due on June 14, 2022 with the final installment.

The loan was repaid in full on June 13, 2022.

109 Long Wharf Commercial Term Loan

Initial amount of $1,096,000 entered into on May 27, 2016.

The Long Wharf Construction to Term Loan was repaid from the proceeds of this new facility.

The loan is payable in 120 equal monthly installments of $9,133.

Interest is floating at the 30 day LIBOR plus 2.00%.

The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, and a corporate guarantee of the Company.

The loan contains a maximum loan to value covenant and a debt service coverage ratio.

The loan was repaid in full on January 25, 2023.

At December 31, 2022, the Company was in compliance with these covenants.

The Bulk Valor Corp.

Loan Agreement -- Dated June 17, 2021

The agreement advanced $13,350,000 in respect of the m/v Bulk Valor on June 17, 2021.

The agreement requires repayment of the loan in 28 quarterly installments commencing on September 17, 2021.

A balloon payment of $3,500,000 is due on June 17, 2028.

Interest on this advance is fixed at 3.29%.

The loan is secured by a first preferred mortgage on the m/v Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

The Bulk Promise Corp.

Loan Agreement -- Dated July 12, 2021

The agreement advanced $12,800,000 in respect of the m/v Bulk Promise on July 7, 2021.

The agreement requires repayment of the loan in 24 quarterly installments of $346,074 commencing on October 15, 2021.

A balloon payment of $4,494,224 is due on October 15, 2027.

Interest on this advance was fixed at 5.45% on July 15, 2022 through maturity.

Interest on this advance was floating at three-month LIBOR plus 2.30% prior to July 15, 2022.

The loan is secured by a first preferred mortgage on the m/v Bulk Promise, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

The Bulk Sachuest Corp.

Loan Agreement -- Dated October 13, 2022

The agreement advanced $8,500,000 in respect of the m/v Bulk Sachuest on October 13, 2022.

The agreement requires repayment of the loan in 27 quarterly installments commencing on January 13, 2023.

A balloon payment is due on October 13, 2029.

Interest on this advance is fixed at 6.19%.

The loan is secured by a first preferred mortgage on the m/v Bulk Sachuest, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

(4) This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.

All the loan terms and key financial covenants for all outstanding debt as of December 31, 2023, remain unchanged as of December 31, 2024.

The Company was in compliance with all financial covenants as of December 31, 2024 and 2023.

All outstanding loans are secured by the respective underlying assets.

New Long-Term Debt Issued in 2024

During the year ended December 31, 2024, the Company entered into the following new long-term debt arrangements.

Borrowings made prior to January 1, 2024, that remain outstanding as of December 31, 2024, including their terms, covenants, and repayment schedules.

$ 50 Million Senior Secured Term Loan Facility

On May 16, 2024, the Company entered into a $ 50 million Senior Secured Term Loan facility with a lender, providing committed funding for vessel acquisitions.

The following drawdowns have been made under this facility, each with a maturity date of May 2029:

Initial Drawdown:

On May 17, 2024, Bulk Endurance (MI) Corp., as the initial borrower, drew $ 17.6 million against the MV Bulk Endurance.

The loan is repayable in quarterly installments of $ 413,145 , with a balloon payment of $ 9,337,089 due at maturity in May 2029.

Interest is floating at the Secured Overnight Financing Rate (SOFR) plus 2.5 %.

Second Drawdown:

On July 19, 2024, Bulk Brenton (MI) Corp.

drew $ 15.7 million to finance the MV Bulk Brenton, which was delivered on July 26, 2024.

Repayment is structured in quarterly installments of $ 392,545 , with a final balloon payment of $ 8,216,654 due in May 2029.

The interest rate is SOFR plus 2.5 %, consistent with the initial drawdown.

Third Drawdown:

On August 14, 2024, Bulk Patience (MI) Corp.

drew $ 15.7 million for the MV Bulk Patience, delivered on August 20, 2024.

This tranche is repayable in quarterly installments of $ 372,354 , with a balloon payment of $ 8,972,626 , also due in May 2029.

The interest rate aligns with the prior tranches at SOFR plus 2.5 %.

Following the third drawdown, the Company canceled the remaining undrawn amount under the facility.

Key Financial Covenants:

• Leverage Ratio:

Maximum of 200 % consolidated leverage.

• Debt Service Coverage Ratio:

Minimum of 115 % on a rolling four-quarter basis.

• Minimum Liquidity:

At least $ 18 million in consolidated liquidity.

Minimum consolidated net worth of $ 52.25 million.

• Borrower Liquidity:

Minimum of $ 375,000 per vessel in the Borrower’s account at DNB Bank ASA.

As of December 31, 2024, the Company is in compliance with all the financial covenants.

$ 15.2 million Senior Secured Term Loan Facility

On July 17, 2024, the Company entered into a $ 15.2 million Senior Secured Term Loan facility to finance the MV Bulk Prudence, an Ultramax Bulk Carrier.

The loan is structured with quarterly installments of $ 347,000 and a final balloon payment of $ 8,607,000 due in July 2029.

Interest on the loan is based on a floating rate at SOFR plus 1.90 %.

Bulk Prudence Corp., a wholly-owned subsidiary of Pangaea Logistics Solutions Ltd., is the borrower, with Pangaea and affiliated entities acting as guarantors.

Key Financial Covenants:

• Leverage Ratio:

Maximum of 200 % consolidated leverage.

• Debt Service Coverage Ratio:

Minimum of 115 % on a rolling four-quarter basis.

• Minimum Liquidity:

At least $ 18 million in consolidated liquidity.

Minimum consolidated net worth of $ 52.25 million.

As of December 31, 2024, the Company is in compliance with all the financial covenants.

Debt Repayments in 2024

Loans that matured and were fully repaid during the year are reflected in the maturity date of the table above.

The future minimum annual payments under the debt agreements are as follows:

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2029 40,526,799

Thereafter 3,108,240

Total $ 131,319,017

Unamortized Debt Issuance Costs $ ( 2,022,277 )

$ 129,296,740

NOTE 10 - FINANCE LEASES

At December 31, 2023, the Company's fleet includes three vessels (Bulk Xaymaca, Bulk Destiny, and Bulk Trident) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840, prior to adoption of ASC 842 on January 1, 2019.

Bulk Spirit, Bulk Friendship, Bulk Courageous, Bulk Concord, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842.

These leases are secured by the assignment of earnings and insurances and by guarantees of the Company.

The Company will own these vessels at the end of lease term.

Bulk Trident Bareboat Charter Agreement dated June 7, 2018

The selling price of the m/v Bulk Trident was $ 13.0 million and the fair value was estimated to be the same.

The Company simultaneously leased the vessel back from the buyer.

The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term.

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

The Company will own this vessel at the end of the lease term.

On October 6, 2023, the Company exercised its purchase option on the m/v Bulk Trident lease for approximately $4.6 million, and the transaction was completed on November 14, 2023.

Bulk PODS Bareboat Charter Agreement dated August 1, 2018

The selling price of the m/v Bulk PODS was $ 14.8 million and the fair value was estimated to be the same.

The Company simultaneously leased the vessel back from the buyer.

The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term.

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

Interest is floating at SOFR plus 1.96 % ( 7.33 % including the margin, at December 31, 2023).

The Company will own this vessel at the end of the lease term.

The m/v Bulk Pods was renamed to m/v Bulk Xaymaca in February of 2022.

Bulk Spirit Bareboat Charter Agreement dated March 7, 2019

In February 2019, the Company acquired the m/v Bulk Spirit for $ 13.0 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease transfers ownership of the vessel to the Company by the end of the lease term.

The minimum lease payments include interest at 5.10 % for the first five years.

Interest fluctuates based on the three-month LIBOR for the remaining three years of the eight-year lease term.

The Company has the option to purchase the vessel at the end of the second year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

The Company is obligated to repurchase the vessel at the end of the lease term.

A balloon payment of $ 3.9 million is due with the final lease payment in March 2027.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Friendship Bareboat Charter Agreement dated May 14, 2019

In September 2019, the Company acquired the m/v Bulk Friendship for $ 14.1 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term.

The minimum lease payments include imputed interest at 5.29 %.

The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

In the event the Company has not exercised any of the purchase options during the term of the charter then the Company shall have a final purchase option to purchase the vessel at the end of the fifth year at a fixed price of $7.8 million.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Nordic Five Ltd.

Amendment and Restatement of Bareboat Charter Agreement dated July 1, 2021

On July 6, 2021, the Company, through its wholly owned subsidiary, Bulk Nordic Five Ltd., and the existing lender agreed to amend and restate the original Bareboat Charter dated October 27, 2016.

The amended agreement extends the lease maturity date to April 2028 with a purchase obligation of $ 6.95 million.

The Company also fixed the interest rate through maturity at 3.97 %.

The bareboat charter party is secured by a first preferred mortgage on the m/v Bulk Destiny, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

The Company will own this vessel at the end of the lease term.

The lease contains a minimum liquidity requirement, positive working capital of the lessee and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios.

At December 31, 2023 and 2022, the Company was in compliance with these covenants.

Bulk Courageous Corp Bareboat Charter Agreement dated April 8, 2021

In April 2021, the Company took delivery of the m/v Bulk Courageous for $ 16.5 million and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase obligation at the end of the lease term.

The minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven-year lease term.

Interest is floating at three-month LIBOR plus 2.75 %.

On July 8th, 2021, the company fixed interest on the lease at 3.93 %.

The Company has the option to purchase the vessel in the case of default by the lessor, at any time during the lease term.

The purchase obligation at the end of the lease term is at a fixed price of $3.6 million.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Concord Bareboat Charter Agreement dated January 27, 2022

In February 2022, the Company acquired the m/v Bulk Concord for $ 19.9 million, which is the estimated fair value, and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term.

The minimum lease payments include imputed interest at 4.67%.

The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC Bareboat Charter Agreements dated September 27, 2019

During 2021, the Company took delivery of four new post-Panamax dry bulk vessels and simultaneously entered into the failed sale and leasebacks of the vessels.

These vessels are:

1) m/v Nordic Nuluujaak delivered on May of 2021 with a purchase price of $38.4 million, 2) m/v Nordic Qinngua delivered on June of 2021 with a purchase price of $38.4 million, 3) m/v Nordic Sanngijuq delivered on September of 2021 with a purchase price of $37.9 million, and 4) m/v Nordic Siku delivered on November of 2021 with a purchase price of $37.9 million.

The Company determined that the transfers of these vessels to the lessor were not sales in accordance with ASC 606, because control of the vessels were not transferred to the lessor.

These leases are classified as finance leases in accordance with ASC 842, because these leases include a fixed price purchase obligation at the end of the lease term.

The lease agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $ 32 million or 85% of fair market value at closing.

Following the sales, the Company was obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years from the date of delivery with a fixed purchase price of $2.5 million each at the end of lease term.

The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the fifteen-year lease term.

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

Interest is floating at three-month SOFR plus 3.81% (9.16% including the margin, at December 31, 2023).

The Company has the option to purchase these vessels starting in year 5 at 101% of then outstanding principal.

These leases are secured by the assignment of earnings and insurances and by a guarantee of the Company.

Finance lease consists of the following as of December 31, 2023:

current portion $ ( 16,576,195 )

Secured long-term debt, net $ 112,720,545

Financing Obligations Recognized in Failed Sale Leaseback Transactions

The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations.

These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.

As of December 31, 2024, the Company’s financing obligation consists of the following:

December 31, 2024 December 31, 2023 Interest Rate (%) (1)

Maturity Date

Bulk PODS Ltd.

$ 4,763,020 $ 6,606,770 7.33 % December 2027

Bulk Trident Ltd.

— 5,551,836 Paid in full in November 14, 2023

Bulk Spirit Ltd.

6,346,354 7,486,979 5.10 % February 2027

Bulk Nordic Five Ltd.

11,595,861 13,142,885 3.97 % April 2028

Bulk Friendship Corp.

8,471,002 9,507,875 5.29 % September 2024

- Bareboat Charter Agreement dated May 14, 2019

— 8,471,002 N/A September 2024

Bulk Friendship Corp.

- Bareboat Charter Party dated September 30, 2024

7,800,000 — 6.90 % August 2029

Bulk Nordic Seven LLC (3) (4)

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10,468,772 12,097,410 4.67 % February 2029

Bulk Independence 8,500,000 — 6.85 % December 2028

Bulk Pride 8,500,000 — 6.85 % December 2028

Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2)

30,640,920 — 5.54 % June 2029

SBC Entity LLC 10,441,619 — 5.49 % August 2031

SBC Explorer LLC 9,354,155 — 5.49 % March 2030

RHI Fortitude Pte.

10,600,000 — 5.49 % January 2031

SBC Harmony Pte.

10,960,000 — 5.49 % August 2031

RHI Savannah Pte.

9,390,000 — 5.49 % September 2029

RHI Tenacity Pte.

9,438,688 — 2.31 % April 2027

SBC Venture Pte.

9,223,910 — 5.49 % July 2031

Total $ 257,183,904 $ 151,315,122

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current portion ( 25,267,105 ) ( 18,980,512 )

Secured long-term debt, net $ 143,266,867 $ 168,513,939

Financing Obligations, net $ 229,529,792 $ 130,037,711

(1) As of December 31, 2024 including the effect of interest rate cap if any.

(2) Interest rates on the loan facilities are fixed.

(3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%.

On July 31, 2023, the Company transitioned from the LIBOR rate to secured overnight financing rate ("SOFR").

(4) On October 6, 2023, the Company exercised its purchase option on the m/v Bulk Trident lease for approximately $4.6 million, and the transaction was completed on November 14, 2023.

Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2023 were:

(3) The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51 %.

(4) On October 3, 2024, Pangaea Logistics Solutions Ltd.

entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.18 million in cash.

The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners.

This acquisition grants Pangaea 100% control over Nordic Bulk Partners, which previously held interests in the financing obligations for these vessels.

All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2023, remain unchanged as of December 31, 2024.

The Company was in compliance with all financial covenants as of December 31, 2024 and 2023.

All outstanding financing obligations are secured by the respective underlying assets.

New Financing Obligations in 2024

During the year ended December 31, 2024, the Company entered into the following new financing obligations.

Financing obligations recognized prior to January 1, 2024, that remain outstanding as of December 31, 2024, including their terms, payment schedules.

Bulk Friendship Corp.

Bareboat Charter Party dated September 30, 2024

In September 2024, Bulk Friendship Corp.

entered into a sale and leaseback arrangement for $ 8.0 million.

Under ASC 606, the transaction did not qualify as a sale, as control of the vessel was not transferred to the counterparty.

Consequently, the transaction is classified as a financing obligation in accordance with ASC 842, due to the inclusion of a fixed-price purchase option, which the Company expects to exercise.

The minimum payments consist of a fixed component of $ 50,000 per month and a floating component based on one-month SOFR plus a margin of 1.9 %.

The Company has the option to purchase the vessel after the 18th month or at any point upon counterparty default.

If not exercised earlier, a final purchase option allows the Company to acquire the vessel at the end of the five-year term for $ 5.0 million.

Bulk Independence Corp.

Bareboat Charter Party dated December 2024

In December 2024, Bulk Independence Corp.

entered into a sale and leaseback transaction for the m.v.

Bulk Independence as part of an $ 8.5 million financing arrangement with a lender.

Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor.

As such, the transaction is not accounted for as a lease under ASC 842.

Instead, it is classified as a financing obligation due to the inclusion of a fixed-price purchase option that the Company intends to exercise.

The financing arrangement includes a bareboat charter agreement, which grants the Company full operational control of the vessel.

The minimum payments consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85 % margin.

The Company has the option to purchase the vessel at specified intervals during the term, including an early purchase option after a defined period and a final purchase option of $ 2.5 million at the conclusion of the term.

Additionally, the agreement comprises a Mortgage, Bareboat Charter and Guarantee Assignment, and Insurance Assignment, under which the Owner has assigned all rights under the Bareboat Charter to the lender.

Bulk Pride Corp.

Bareboat Charter Party dated December 2024

In December 2024, Bulk Pride Corp.

entered into a sale and leaseback transaction for the m.v.

Bulk Pride as part of an $ 8.5 million financing arrangement with a lender.

Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor.

As such, the transaction is not accounted as a lease under ASC 842.

Instead, it is classified as a financing obligation due to the inclusion of a fixed-price purchase option that the Company intends to exercise.

The financing arrangement includes a bareboat charter agreement, granting the Company full operational control of the vessel.

The minimum payments consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85 % margin.

The Company has the option to purchase the vessel at predetermined intervals throughout the financing arrangement, including an early purchase option after a defined period and a final purchase option of $ 2.5 million at the conclusion of the financing term.

Renaissance Holdings LLC

On December 30, 2024, the Company finalized the acquisition of fifteen handy-size dry bulk vessels from Strategic Shipping Inc.

(“SSI”) and integrated them into its fleet.

In line with the transaction, and pursuant to the Agreement and Plan of Merger among the Company, SSI, Renaissance Holdings LLC (a fully-owned subsidiary of SSI), and Renaissance Merger Sub LLC (a fully-owned subsidiary of the Company), the Company took on finance obligation liabilities amounting to $ 100,049,293 .

The table below outlines the assumed finance obligations:

Balance as of 12/31/2024 Interest Rate Maturity Date

Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2)

$ 30,640,920 2.05 % + Fixed rate 3.47 %

SBC Entity LLC 10,441,619 2.00 % + floating 1M SOFR

SBC Explorer LLC 9,354,155 2.00 % + floating 1M SOFR

RHI Fortitude Pte.

10,600,000 2.00 % + floating 1M SOFR

SBC Harmony Pte.

10,960,000 2.10 % + floating 1M SOFR

RHI Savannah Pte.

9,390,000 2.00 % + floating 1M SOFR

September 2029

RHI Tenacity Pte.

9,438,688 Fixed interest rate 2.31 %

SBC Venture Pte.

9,223,910 2.10 % + floating 1M SOFR

Total $ 100,049,292

All contracts previously classified as leases are accounted for as financing obligations under ASC 842 due to the inclusion of fixed-price purchase commitments at the end of the contract terms.

Since these contracts do not qualify for lease accounting treatment, they are recognized as financing arrangements from the inception of the agreements.

The financing obligations are secured by the assignment of earnings and insurances related to the underlying assets, as well as a Company guarantee.

Interest expense associated with these financing obligations is recognized using the effective interest method over the term of the contract.

The following table presents the schedule of future minimum payments for the financing obligations:

Year ending December 31,

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Thereafter 115,659,176

Total Present Value of Minimum Payments 347,232,535

Amount representing interest ( 90,048,631 )

Present value of minimum payments 257,183,904

Issuance costs ( 2,387,007 )

Present value of minimum payments, net 254,796,897

Current portion of financing obligations ( 25,267,105 )

Non-current portion of financing obligations $ 229,529,792

NOTE 10 - FINANCE LEASES

At December 31, 2024, the Company's fleet includes two vessels (Bulk Xaymaca, Bulk Destiny) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840.

Finance lease consists of the following as of December 31, 2024:

December 31, 2024 December 31, 2023 Interest Rate (%) (1)

Maturity Date

Bulk PODS Ltd.

$ 2,919,270 $ 4,763,020 7.33 % December 2027

Bulk Nordic Five Ltd.

10,450,000 11,595,861 3.97 % April 2028

Total $ 13,369,270 $ 16,358,881

unamortized issuance costs, net ( 91,222 ) ( 140,113 )

$ 13,278,048 $ 16,218,768

current portion ( 2,843,750 ) ( 2,989,612 )

Secured long-term debt, net $ 10,434,298 $ 13,229,156

(1) Interest rates on the loan facilities are fixed.

No amendments or modifications to the outstanding finance leases listed in the table above occurred during the year 2024.

All outstanding finance leases are secured by the respective underlying assets.

Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2024 were:

Year ending December 31,

2025 $ 3,558,294

2026 2,553,912

2027 1,320,923

2028 7,595,976

Total minimum lease payments $ 15,029,105

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Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other.

The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of 2021, the independent third party made additional contribution of $9.2 million which increased their ownership interest in NBP to 50% at December 31, 2021.

increased their ownership interest in NBP to 50 % at December 31, 2021.

As of December 31, 2023, the independent third party retains a 50 % ownership interest in NBP.

Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest.

On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary NBHC from its shareholders.

The Company owned a one-third of equity interest of NBHC, a joint-venture formed in October 2012 for the purpose of owning Bulk Nordic Odyssey Ltd.

(“Bulk Odyssey”) and Bulk Nordic Orion Ltd.

(“Bulk Orion”) and to invest in additional vessels through its wholly-owned subsidiaries.

The acquisition increases the Company’s equity interest in NBHC to 66.7%.

The purchase price of the equity interest was $ 22.5 million, including a $ 15.0 million cash payment upon closing and $ 7.5 million of deferred consideration, at a six-month LIBOR plus 3.5 %, in three equal installments of $ 2.5 million due on the first, second, and third anniversaries of September 28, 2020.

The Company made the first installment of $2.5 million in September 2021 and paid off the note payable of $5.0 million in September of 2022.

NBHC will continue to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10.

The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements.

On October 3, 2024, Pangaea Logistics Solutions Ltd.

entered into a definitive agreement to purchase the remaining 50 % equity of Nordic Bulk Partners LLC from HS Nordic LLC for $ 19.18 million in cash.

The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners.

This acquisition grants Pangaea 100 % control over Nordic Bulk Partners, which previously held interests in the financing obligations for Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku.

Following the acquisition, the Company recognized a $ 1,963,602 early debt extinguishment charge, recorded under interest expense in the consolidated income statement for the year ended December 31, 2024.

The components of Other Long-term Liabilities are as follows:

3 unchanged sentences

Earnings attributable to non-controlling interest recorded as interest expense 3,103,018 462,150

Reclassification of deferred consideration related to acquisition of non-controlling interest

Payments on other long-term liability — ( 5,000,000 )

Ending balance $ — $ 17,936,540

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company has also entered into a LLC agreement with the non-controlling interest holder of NBP which includes certain obligations as described in Note 11.

Long-term Contracts Accounted for as Operating Leases

3 unchanged sentences

In July 2023, the Company renewed its lease for a two year period.

At December 31, 2023, the remaining lease term is twenty months.

At December 31, 2024, the remaining lease term is eight months .

For the twelve months ended December 31, 2024 and 2023, the Company recognized approximately $ 0.2 million as lease expense for office leases in General and Administrative Expenses.

15 unchanged sentences

Diluted net income per share $ 0.63 $ 0.58

There are no other shares which could be potentially dilutive.

NOTE 14 - STOCK INCENTIVE PLANS AND NON-CONTROLLING INTEREST

3 unchanged sentences

The PANGAEA LOGISTICS SOLUTIONS LTD.

2024 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 7, 2024), (the "Amended Plan"), the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 6,200,000 .

As of December 31, 2024, there were 926,531 common shares available for grants of awards under the 2014 Incentive Plan.

1 unchanged sentence

These restricted shares vest at the rate of one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date.

The Company is amortizing these grants over the applicable vesting periods.

The Company has elected to recognize forfeitures as they occur.

Total non-cash compensation cost recognized during the years ended December 31, 2024 and 2023 is $ 2,788,190 and $ 2,087,807 , respectively, which is included in general and administrative expenses in the consolidated statements of operations.

2 unchanged sentences

Unvested shares at December 31, 2022

1,367,310 $ 3.07

Granted 607,111 $ 5.53

2 unchanged sentences

Unvested shares at December 31, 2023

1,423,660 $ 3.97

Granted 435,469 $ 7.70

Vested ( 546,822 ) $ 3.81

Forfeited ( 14,168 ) $ 3.04

Unvested shares at December 31, 2024

1,312,307 $ 5.27

Fiscal Years Ended December 31,

12 unchanged sentences

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

These restrictions do not prevent the parent company from declaring and paying dividends on its common stock.

During 2024 and 2023, the quarterly cash dividend was $ 0.10 per share, respectively.

The Company paid a quarterly cash dividend ranging from $ 0.035 to $ 0.10 per common share commencing in May 2019 and expects to maintain its quarterly dividend of $ 0.10 per share throughout 2025.

Future dividends will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Board.

Noncontrolling Interests

Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets.

The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $45,252,000 and $53,292,000 at December 31, 2023 and 2022, respectively.

The non-controlling ownership interest attributable to NBHC and its wholly-owned ship-owning subsidiaries amounts to approximately $ 45,608,000 and $ 45,252,000 as of December 31, 2024 and 2023, respectively.

Non-controlling interest attributable to VLNL was approximately $ 1,235,000 and $ 1,058,000 at December 31, 2024 and 2023, respectively.

Equity in Earnings and Dividends from Unconsolidated Subsidiaries:

For the year ended December 31, 2024, and 2023, the Company recognized $ 1,427,530 and $ 761,485 , respectively, as equity in earnings from its 50% or less owned investees accounted for using the equity method.

Additionally, the Company received $ 1,910,000 and $ 1,637,500 in dividends from these investees for the years ended December 31, 2024 and 2023, respectively, disclosed under the other income line item in the consolidated income statement.

NOTE 15 - ACQUISITIONS

Merger Agreement with Strategic Shipping Inc.

On December 30, 2024 (the “Closing Date”), Pangaea Logistics Solutions Ltd.

acquired fifteen handy-size dry bulk vessels (“Renaissance Vessels”) from Strategic Shipping Inc.

(SSI) through the Merger Agreement with SSI.

Renaissance Holdings LLC, a subsidiary of SSI (“Renaissance”), merged into Renaissance Merger Sub LLC, a subsidiary of Pangaea, after which the separate existence of Merger Sub ceased, and Renaissance became a wholly-owned subsidiary of the Company (the “Merger”).

Prior to the Closing of the Merger, SSI effected a reorganization pursuant to which the ownership interests of certain of SSI’s subsidiaries (the “Subsidiaries”) were transferred and/or contributed to Renaissance.

After the completion of the Reorganization, the Subsidiaries of Renaissance owned or chartered-in all Renaissance Vessels.

In connection with the Merger, the Company issued 18,059,342 shares of its common stock to SSI, representing approximately 27.6 % of the Company’s outstanding common stock post-transaction, and assumed $ 100 million in loans and lease liabilities related to the Renaissance Vessels.

At the Closing Date, the Company also remitted to SSI $ 6.8 million in cash (the “Closing Adjustment”), estimated based on the terms of the Merger Agreement, which includes primarily the carrying value of the bunker inventories and unused lubricants, prepaid principal and interest on the loans assumed by the Company, and was reduced by the estimated profit from the voyages in progress at the Closing Date.

The Company’s shareholders approved the share issuance in accordance with Nasdaq rules.

The issued shares were exempt from registration under the Securities Act of 1933.

The Company and SSI also entered into an Investor and Registration Rights Agreement, granting SSI resale registration rights and the right to designate up to two members on the Company’s Board of Directors.

Following the guidelines of ASC 805, Business Combinations (“ASC 805”), the Merger was determined not to meet the requirements of a business combination.

As of the Closing Date, over 90 % of the estimated fair value of Renaissance’s total assets acquired, were comprised of similar vessels with similar risk characteristics and inventories on board these vessels.

As a result, the Merger was accounted for as an acquisition of Renaissance by the Company under the asset acquisition method of accounting in accordance with U.S.

GAAP, which values the acquired assets and liabilities at the cost of the acquisition, including transaction costs, on the basis of their relative fair values.

The Company was treated as the acquirer for accounting purposes.

The total purchase consideration of $ 202.9 million, which consists of $ 91.0 million related to the fair value of the common stock issued to SSI, 100.0 million in assumed liabilities at their fair value, $ 9.2 million related to the Closing Adjustment and $ 2.7 million in acquisition costs, was allocated to the assets acquired based on their relative fair values at the time of acquisition.

The Company measured the fair value of the shares issued as consideration in the acquisition of the assets based on the stock price at the Closing Date.

The Closing Adjustment allocated to the purchased assets excluded the estimated profit from the voyages in progress at the Closing date and to be completed post-closing.

This estimated profit totaling $ 2.4 million was recorded as deferred revenue.

When determining the fair value of tangible assets acquired, the Company estimated the cost to replace Renaissance Vessels with a new asset, taking into consideration such factors as age, condition and the economic useful life of the asset.

The fair value of the bunker and lube inventories was determined based on the market price per metric ton.

Transaction costs directly related to the acquisition of the assets have been capitalized.

The total consideration was preliminarily allocated on a relative fair value basis to the assets acquired, as follows (in millions):

(in millions) December 30, 2024

Renaissance Vessels $ 197,048,841

Bunkers and lube inventories 5,588,193

Prepaid expenses 289,459

Total assets $ 202,926,493

Assumed loans and lease liabilities $ 100,049,292

Fair value of the common stock issued 91,019,086

Cash consideration related to the Closing Adjustment 9,179,747

Transaction costs 2,678,368

Total consideration $ 202,926,493

Acquisition of Port and Terminal Operation.

On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $ 7.2 million.

10 unchanged sentences

Fair value of net assets acquired $ 9,299,777

NOTE 16 - UNAUDITED QUARTERLY DATA

(Dollars in millions, except share and per share amounts.

Figures may not foot due to rounding) 2023 2022

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

NOTE 16 – SEGMENT REPORTING

The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services.

This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements.

Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.

The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent (TCE) rates.

The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income.

The following tables present selected financial information with respect to our reportable segment:

December 31, 2024 December 31, 2023

Shipping segment

Voyage revenue $ 493,439,058 $ 467,573,493

Charter revenue 30,326,291 23,715,895

Terminal & stevedore revenue — 0.5 3.9 2.5 — — — —

Shipping segment total revenue 523,765,349 491,289,388

Reconciliation:

All other revenue (1)

12,770,897 7,978,446

Total consolidated revenue $ 536,536,246 $ 499,267,834

December 31, 2024 December 31, 2023

Shipping segment total revenue $ 523,765,349 $ 491,289,388

Voyage expense 237,478,669 227,434,670

Charter hire expense 22.6 29.1 25.5 33.9 77.7 65.7 50.8 28.2

Vessel operating expenses 13.6 13.2 14.3 14.7 13.2 12.9 15.4 15.4

Terminal & Stevedore Expenses — 0.4 3.5 1.9 — — — —

General and administrative 5.7 5.9 5.5 5.7 5.3 5.1 5.8 3.9

Depreciation and amortization 7.3 7.1 8.1 7.5 7.3 7.3 7.4 7.5

Loss on impairment of vessels — — — — 3.0 — — —

Loss on sale of vessel 1.2 — — 0.6 — 0.3 — —

Total expenses 107.2 110.2 115.9 121.3 171.8 159.2 154.1 109.2

Income from operations 6.5 7.9 19.7 10.6 19.9 36.4 30.4 18.7

Other income (expense):

TCE revenue (2)

286,286,680 263,854,718

Other operating expenses 237,838,066 219,237,521

Other expenses ( 16,679,121 ) ( 16,079,425 )

Total consolidated net income $ 31,769,493 $ 28,537,772

(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.

(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.

At the end of the years December 31, 2024, and December 31, 2023, the Company recorded net other operating expenses of $ 237.84 million and $ 219.24 million , respectively.

These expenses include all other revenue, vessel operating costs, charter hire expenses, general and administrative costs, and depreciation and amortization.

Additionally, other expenses totaled $ 16.68 million and $ 16.08 million for the years ended December 31, 2024, and December 31, 2023, respectively, primarily comprising interest expenses and other non-operating costs.

For the year ended December 31, 2024, the Company reported total consolidated net income of $ 31.77 million and $ 28.54 million for the prior year.

Geographical Disclosure

Revenue from external customers is attributed to geographic areas as follows:

December 31, 2024 December 31, 2023

United States $ 169,382,692 $ 142,246,632

Canada 72,820,447 74,496,107

Germany 44,129,597 23,855,953

Singapore 39,422,507 26,892,281

United Kingdom 35,535,921 58,507,173

175,245,081 173,269,688

Total consolidated revenue $ 536,536,246 $ 499,267,834

(1) This includes revenue from various regions across Asia, Europe, South America, and other international markets.

Revenue is presented geographically based on the customer's country of domicile.

For the year ended December 31, 2024, one customer accounted for 10 % or more of total revenue.

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.

Other segment disclosures:

December 31, 2024 December 31, 2023

Shipping Other Total Shipping Other Total

Interest expense 17,073,184 — 17,073,184 17,025,547 — 17,025,547

Interest income 1.0 1.0 0.8 0.7 — — 0.3 0.6

Income attributable to Non-controlling interest recorded as long-term liability interest expense 0.1 ( 0.9 ) ( 0.3 ) 0.6 ( 1.8 ) ( 1.7 ) ( 2.4 ) ( 0.8 )

Unrealized gain (loss) on derivative instruments ( 0.4 ) ( 1.3 ) 4.5 ( 5.7 ) 7.5 ( 3.5 ) ( 4.5 ) 1.2

Other (expense) income 0.4 0.2 ( 0.2 ) 0.3 0.1 0.1 0.3 0.3

Total other income (expense), net ( 3.1 ) ( 5.1 ) 0.5 ( 8.4 ) 2.4 ( 8.7 ) ( 10.7 ) ( 2.9 )

Net income 3.4 2.8 20.2 2.2 22.3 27.7 19.6 15.8

Income attributable to noncontrolling interests 0.1 0.1 ( 1.3 ) ( 1.0 ) ( 2.3 ) ( 2.5 ) ( 1.0 ) ( 0.3 )

Net income attributable to Pangaea Logistics Solutions Ltd.

Depreciation and amortization (1)

30,041,771 333,950 30,375,721 29,513,633 556,762 30,070,395

Earnings (loss) per common share:

Basic $ 0.08 $ 0.06 $ 0.42 $ 0.03 $ 0.45 $ 0.56 $ 0.42 $ 0.35

Diluted $ 0.08 $ 0.06 $ 0.42 $ 0.03 $ 0.45 $ 0.56 $ 0.42 $ 0.34

Weighted average shares used to compute earnings per common share

Basic 44,712,290 44,775,438 44,775,438 44,815,282 44,388,960 44,430,487 44,415,575 44,435,664

Diluted 45,116,719 45,127,972 45,081,668 45,392,225 45,192,983 45,070,533 44,640,278 44,985,969

Other non-recurring items — — — 1,738,511 — 1,738,511

Segment assets 730,727,634 205,729,447 936,457,081 498,656,103 206,523,865 705,179,968

The Company incurred Capital expenditures of $260,996,761 and $31,418,327 for shipping segment assets for the years ended December 31, 2024 and 2023, respectively.

NOTE 17 - SUBSEQUENT EVENTS

On February 15, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 15, 2024, to all shareholders of record as of March 1, 2024.

On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.10 per common share, to be paid on March 14, 2024, to all shareholders of record as of February 28, 2025.

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 17, 2025.

24 unchanged sentences

Beachy Director March 17, 2025

/s/ Christina Tan Director March 17, 2025

Christina Tan

/s/ Gary Vogel Director March 17, 2025

3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form S-1 filed on February 4, 2015).

3.2 Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form S-1 filed on February 4, 2015.)

10.1 Purchase Agreement by and between Bulk Nordic Five Ltd.

and Nicole Navigation S.A.

dated October 27, 2016 (incorporated by reference to Exhibit 10.30 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).

10.2 Nordic Bulk Six Ltd.

Loan Agreement (incorporated by reference to Exhibit 10.32 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).

10.1 Purchase Agreement Addendum by and between Bulk Nordic Five Ltd.

1 unchanged sentence

dated October 27, 2016 (incorporated by reference to Exhibit 10.34 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).

10.4 Bareboat Charter Party Dated May 23, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on August 7, 2018).

10.2 Bareboat Charter Party Dated August 2, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on November 8, 2018).

10.3 Bareboat Charter Party Dated February 21, 2019 (incorporated by reference to Exhibit 10.44 of the Registrant's Current Report on Form 10-Q filed on May 15, 2019).

10.7 The Amended Senior Facility - Dated May 13, 2019 (incorporated by reference to Exhibit 10.45 of the Registrant's Current Report on Form 10-Q filed on August 12, 2019).

10.8 Bulk Friendship Bareboat Charter Party Dated September 10th 2019 (incorporated by reference to Exhibit 10.46 of the Registrant's Current Report on Form 10-Q filed on November 7, 2019).

10.4 Limited Liability Company Agreement of Nordic Bulk Partners LLC.

14 unchanged sentences

Loan and Security Agreement dated as of October 13, 2022 (incorporated by reference to Exhibit 10.17 of Registrant's Current Report on Form 10-K dated March 15, 2022).

10.14 $50 Million Senior Secured Term Loan Facility

10.15 Bulk Prudence Corp.

Facility Agreement Loan Facility

10.16 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed on September 24, 2024)

10.17 Investor and Registration Right Agreement *

14.1 Code of Ethics *

19.1 Pangaea Logistics Solutions Ltd.

Insider Trading Policy.*

21.1 Subsidiaries of Pangaea Logistics Solutions Ltd.*

23.1 Consent of Grant Thornton LLP.

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation *

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of Registrant's Current Report on Form 10-K dated March 14, 2024)

101.INS XBRL Instance Document*

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures